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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, November 6, 2020, Vol. 21, No. 223

                           Headlines



G E R M A N Y

TACKLE SARL: S&P Alters Outlook to Negative & Affirms 'B' ICR


I T A L Y

DECO 2019-VIVALDI: DBRS Keeps BB(low) on D Notes Under Review
SUNRISE SPV 2019-2: DBRS Confirms BB(high) Rating on Cl. E Notes


K A Z A K H S T A N

ASTANA GAS: Fitch Alters Outlook on BB LT IDR to Stable


L U X E M B O U R G

GARFUNKELUX HOLDCO 3: Fitch Rates GBP1.6BB Secured Notes 'B+'


N E T H E R L A N D S

TV BIDCO: Moody's Assigns B1 CFR, Outlook Stable


R U S S I A

KOKS PJSC: Fitch Assigns B Rating on $350MM Sr. Unsec. Notes


S P A I N

BBVA RMBS 2: S&P Raises Class C Notes Rating to 'BB(sf)'
GIRALDA HOLDING: S&P Affirms 'B+' ICR, Outlook Stable
PAX MIDCO SPAIN: S&P Lowers ICR to 'CCC+', Outlook Negative
PROMOTORA DE INFORMACIONES: Fitch Lowers LongTerm IDR to C
PROMOTORA DE INFORMACIONES: Moody's Cuts CFR to Caa1, Outlook Neg.



U N I T E D   K I N G D O M

BHS GROUP: Former Owner Jailed for 6 Yrs. Over GBP2.2MM Tax Bill
BIFAB: Scottish Gov't. Can No Longer Provide Financial Support
BISHOPSGATE ASSET: S&P Lowers Series 1 Repack Notes Rating to 'BB'
CLARKS: Enters Into Company Voluntary Arrangement
CROWN AGENTS: Fitch Affirms BB LongTerm IDR, Outlook Stable

DEBENHAMS PLC: Frasers Group Out of Race to Acquire Business
DW SPORTS: Former Premises to be Acquired by Everlast Fitness
FINSBURY SQUARE 2019-3: DBRS Confirms B(low) Rating on X Notes
SAGE AR 1: DBRS Finalizes B Rating on Class F Notes


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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G E R M A N Y
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TACKLE SARL: S&P Alters Outlook to Negative & Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B' long-term issuer credit and issue ratings on
Tackle S.a.r.l and its debt.

The negative outlook indicates that S&P could lower the ratings
over the next 12 months if the proposed German gaming regulation or
COVID-19 pressures more significantly affect Tipico's operations,
including if leverage increases above 7.0x, annual free operating
cash flow (FOCF) falls below EUR50 million, or adjusted FOCF to
debt falls below 5%.

The new regulatory framework for gaming and sports betting in
Germany will increase legal certainty for operators.

In September 2020, all 16 German states, agreed on a new nationwide
regulatory framework for gambling, which is planned to be
implemented from July 1, 2021. This will constitute the fourth
amendment of the so-called Interstate Treaty on gambling. The
former version was not consistent with EU law in certain aspects
and some German states implemented it differently in their
jurisdictions. This resulted in legal uncertainty for operators.
Notably, the old framework banned online gaming and operators
relied on their interpretation of EU law. Moreover, the previous
framework did not allow for the issue of nationwide sports betting
licenses to operators. The new treaty will legalize online gaming,
has a framework and responsible authority established to issue
licenses for sports betting, and sets-out further player safety
measures to which operators in both segments will need to adhere.
Importantly, German states also agreed to a transition period,
which requires compliance with the existing draft from October 2020
onward. As a result, 15 sports betting operators received
nationwide licenses in October 2020, including Tipico. The German
states also agreed not to prosecute any online gaming operator
during the transition period. In turn, operators in both segments
are required to adhere to specified operating conditions from now
on. S&P understands the new framework is still a draft and that
some modifications are possible before it becomes effective in July
2021.

The embedded player safety measures will materially affect
operators, including Tipico, which will also see higher leverage.

The conditions online gaming operators will need to comply with
include:

-- Prohibition of table games such as poker and roulette;
-- A minimum spin time per game;
-- A ban on parallel gaming;
-- A maximum stake of up to EUR1 per game; and
-- A maximum monthly player deposit of up to EUR1,000.

For sports betting operators the conditions include:

-- A restriction on in-play betting for certain events; and

-- A maximum player deposit for online betting of up to EUR1,000,
which, unlike for online gaming, can be increased through a player
affordability test.

Operators in both segments, such as Tipico, will also have to
comply with additional marketing restrictions and
know-your-customer checks. S&P said, "In our view, operators, such
as Tipico, will mostly face an earnings hit from the maximum
limits, which are more pronounced for online gaming than sports
betting. Tipico derived about 95% of its 2019 revenue from Germany.
The company also generated about 15% of gross gaming revenue (GGR)
through online gaming and 85% through sports betting. Based on
Tipico's guidance, we estimate that the full year impact of the new
regime could be up to EUR15 million lower EBITDA for the rest of
2020 and up to EUR150 million lower in 2021. We believe that the
majority of the effect will stem from the online gaming segment.
Consequently, we forecast that Tipico's S&P Global Ratings-adjusted
leverage will increase above 6.5x in 2021 from about 4.5x-5.0x in
2020."

The planned legalization of online gaming and sports betting in
Germany will result in a more sustainable business in the long
term.  Although the introduction of a set of conditions within the
new regulatory framework constrains Tipico's earnings base, it also
provides more certainty of the regulatory environment in the long
term. So far, the lack of clarity on the existing regulatory
framework effectively resulted in a grey market in Germany, whereby
online gaming activities were not legal in 15 out of 16 states.
S&P's base-case expectation is that the new framework will come
into law in July 2021, as planned, and increase legal certainty for
operators. Notably, the transitionary period for online gaming
operators until July 2021 will reduce the risk of any kind of legal
prosecution for those that comply with the rules, such as Tipico.
In addition, Tipico has certainty having been among the first 15
operators granted a sports betting license under the new regime.

Another round of COVID-19-related lockdowns could further pressure
Tipico's earnings.  S&P said, "Prior to COVID-19-related effects,
we saw Tipico on its way to a company-adjusted EBITDA of about
EUR400 million in 2020, thereby overachieving its initial budget.
Disruptions caused by lockdowns during the first wave are expected
to mean an about EUR40 million EBITDA hit year to date, leading to
about EUR360 million of EBITDA for 2020, in our view." However,
this was prior to the recent second wave of the pandemic in Europe
and implementation of the new regulation. The EUR40 million hit
during the first lockdown period resulted from the mandatory
closure of the group's outlets in its retail segment and the
postponement of some major football games in Europe. That said, the
EBITDA drop was limited, owing to the group's strong online
presence, where it derives about 70% of revenue, and its franchised
operating model, which provides more retail segment cost
flexibility.

S&P Global Ratings expects a COVID-19 vaccine to be widely
available around mid-year 2021, but the risks of a second wave may
materially affect earnings going into 2021, most notably from
additional lockdown measures.  S&P said, "We do not rule out
further COVID-19-related restrictions in Germany before year-end
2020 or into 2021, given the increasing number of cases across
Europe. The German and Austrian governments have already decided
that physical sports betting outlets need to remain closed to
customers during November, although professional sport events such
as German football league matches are set to continue. In our view,
a period of store closures will have only a muted effect on the
group's earnings, however, any longer cancellation of sport events
in Europe--particularly German football league matches--remains a
higher risk to earnings. Consequently, we believe that the
heightened risk of second lockdowns across European countries will
further pressures Tipico's earnings on top of the forecast EBITDA
hit under the new regulatory regime."

The rating remains supported by strong anticipated FOCF, despite
higher leverage.  Positively, Tipico's FOCF profile remains a key
support for the rating, despite the new set of regulatory rules it
must comply with. This is due to the group's high EBITDA margin,
limited working capital outflows, and asset-light business model.
S&P said, "For 2021, we project Tipico's reported EBITDA to reach
approximatively EUR250 million, from EUR330 million-EUR340 million
expected in 2020. This translates into a reported FOCF of
EUR80-EUR120 million after lease payments in 2021, compared with
EUR170 million-EUR190 million forecast in 2020. The group's cash
generation provides flexibility to absorb unforeseen setbacks and
also enabled it to repay about EUR37 million of debt principal in
May 2020 via a sweep included in credit agreements. Even at above
6.5x-7.0x debt to EBITDA, our estimates show the group should
generate more than 5% adjusted FOCF to debt. In addition, the
rating is supported by the group's market-leading position in
German sports betting, which still exhibits strong underlying
growth dynamics. We believe that this will help it to withstand
possibly increasing competition from larger international players
that will likely start business in the country upon legalization."

S&P said, "We have increased leverage tolerance for Tipico at the
'B' rating level, given the improved long-term regulatory
environment, but margin and cash flow conversion remain in focus.
Our prior trigger for a downgrade included adjusted leverage
increasing above 6.5x. Our revised base case is for Tipico to
increase adjusted leverage marginally above 6.5x in 2021 before
deleveraging over time through steady earnings growth. However, as
the group moves toward a fully regulated operation, this lowers
legal uncertainties we previously incorporated into our assessment,
allowing for marginally higher point-in-time leverage under the
same rating level. Notwithstanding this, the estimated loss of more
than 30% of EBITDA for a highly leveraged company is a meaningful
effect on its financial standing, in our opinion, particularly so
in the COVID-19-related weak macroeconomic context. In our view,
margin and cash generation also relies on the group successfully
adapting its operations to the new regulatory regime and efforts to
maintain margin. Tipico believes that margin performance is in part
due to the group's advantageous product mix and customer
experience. In this sense, we believe the ability to preserve this
margin in light of the loss of GGR and potential medium-term
intensified competition will be critical in sustaining current cash
conversion, which also supports the rating at the higher 2021
leverage level."

Although Tipico's liquidity sources remain comfortable, the group
has an outstanding EUR853 million term loan B (TLB) maturing in
August 2022.  Thanks to a solid cash position of about EUR255
million (excluding restricted cash) as of August 2020 and its EUR25
million undrawn revolving credit facility (RCF), Tipico's liquidity
profile remains adequate. Conversely, the company will have to
refinance its EUR853 million August 2022 maturities, amid a
transition period for German gaming regulation and a challenging
macroeconomic backdrop. Average-weighted maturities remaining
comfortably above two years; positive long-term regulatory
developments, despite near-term earnings effects; and its positive
FOCF profile, mean S&P's base case remains that the group will be
able to refinance its near-term maturities. S&P does not currently
net the sizeable cash balance from our adjusted leverage metrics.
S&P thinks, over time and potentially in connection with a
refinancing, the group will distribute this cash to shareholders,
like excess cash in the past.

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety

S&P said, "The negative outlook indicates that we could lower the
ratings over the next 12 months if the proposed German gaming
regulation or COVID-19 pressures more significantly affect Tipico's
operations. Under our revised base case, we forecast the company's
debt to EBITDA will increase to above 6.5x in 2021 and FOCF will
moderate to EUR80 million-EUR120 million, or adjusted FOCF to debt
of 6.0%-9.0%, on the back of the regulatory changes."

S&P could lower the rating in the next 12 months if the group
underperforms our revised base case. In particular, it could lower
the rating if:

-- The group is unable to maintain leverage comfortably below 7.0x
for a prolonged period.

-- Reported FOCF after lease payments declines below EUR50 million
for a sustained period, or adjusted FOCF to debt falls toward 5%.

-- The group's weighted-average maturities fall below two years,
or S&P believes the group is likely to face difficulty refinancing
its August 2022 maturities at par.

S&P could revise its outlook to stable if Tipico performs in line
with its base-case forecast. In its view this is likely to
include:

-- The group successfully transitioning to operate and remain
compliant within the new regulatory framework.

-- The financial and operating effects from the new regulation,
under both the transitionary regime and in the context of final
enactment proposed for July 2021, are in line with current
expectations

-- Any ongoing impacts from COVID-19, including additional
lockdowns or sporting interruptions, are manageable

-- The group maintaining meaningful FOCF after lease payments of
at least EUR50 million, adjusted FOCF to debt above 5%, and debt to
EBITDA below 7.0x.

Furthermore, a stable outlook is contingent on Tipico's ability to
make progress on an eventual refinancing at least one year before
its EUR853 million TLB matures, and such that weighted-average
maturities do not fall below two years.




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I T A L Y
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DECO 2019-VIVALDI: DBRS Keeps BB(low) on D Notes Under Review
-------------------------------------------------------------
DBRS Ratings GmbH extended its Under Review with Negative
Implications (UR-Neg.) status on all the notes issued by Deco 2019
-Vivaldi S.r.l. and Pietra Nera Uno S.R.L. (collectively, the
Issuers). The notes are currently rated as follows:

Deco 2019 -Vivaldi S.r.l.:

-- Class A at AA (low) (sf)
-- Class B at A (low) (sf)
-- Class C at BBB (low) (sf)
-- Class D at BB (low) (sf)

Pietra Nera Uno Srl:

-- Class A at AA (low) (sf)
-- Class B at A (low) (sf)
-- Class C at BBB (low) (sf)
-- Class D at BB (sf)
-- Class E at B (high) (sf)

The rating actions follow DBRS Morningstar placing the notes
UR-Neg. on 28 July 2020 after carrying out an analysis of the
overall risk exposure of the European CMBS sector to the
Coronavirus Disease (COVID-19) and the resulting conclusion being
that certain asset classes are more at risk and likely to be
affected by the fallout of the pandemic on the economy.

Deco 2019 -Vivaldi S.r.l. is a securitization of approximately 95%
interest of two refinancing facilities, the Palmanova loan and the
Franciacorta loan, backed by two retail outlet villages located in
Northern Italy. The Palmanova loan's borrower is Palmanova PropCo
Srl. Following the completion of the Franciacorta group
reorganization, the borrower of the Franciacorta loan has changed
to Frankie Retail Holdco S.r.l. The borrowers are ultimately owned
by the funds controlled by Blackstone LLP (the Sponsor). The loans
are interest only prior to a permitted change of control, therefore
their aggregate outstanding balance remains unchanged since closing
at EUR 233,935,000.

Pietra Nera Uno S.R.L. is an agency securitization of three
floating-rate senior commercial real estate loans (i.e., the
Fashion District loan, the Palermo loan, and the Vanguard loan) and
two pari passu-ranking capital expenditure (capex) facilities. The
loans were advanced to refinance the existing indebtedness of the
borrowers, and in the case of the capex loans, to finance the
planned capital improvement projects at the Palermo and the Puglia
assets. The loans are backed by four properties (the Fashion
District loan is secured by two properties) and are ultimately
owned and managed by the Sponsor. As a result of the amortization,
the outstanding balance has reduced to EUR 400,011,950 from EUR
403,810,000and all loans have been extended to 15 May 2021.

As of the August 2020 loan payment date, all loans are in cash
traps as a result of the relief package provided by the Sponsor.
For the outlet village tenants, the relief package includes the
exemption from the payment of any base rent during the lockdown
period (11 March to 18 May 2020) and the payment of only 50% of the
service charges. For Q3-Q4 2020, the tenants will only need to pay
turnover rent or 50% of base rent if the former is lower together
with 100% of service charges. For tenants in the Forum Palermo
shopping centre, the Sponsor offered rent discounts, but the
offering was only granted to the more severely impacted tenants and
covers only the months of April and May 2020. In return of rent
reliefs, the tenants need to agree with the removal of the lease
breaks or the extension of the lease terms.

However, in the context of the second wave of the coronavirus
outbreak, European countries are regularly reevaluating their
lockdown rules and may enforce more restrictions in the near term.
As such, DBRS Morningstar has extended its URN status of the
transactions for another 90 days. The extension of URN is also
supported by the uncertainty of whether the cash trapped proceeds
will be used to prepay the loans as this is at the borrower's
discretion (unless there is a shortfall in debt service paid)
compared with traditional structure where cash trapped proceeds
will be used to prepay the loan after continuing over two
consecutive payment dates. Based on the current covenant
calculation, DBRS Morningstar believes that the cash trap could
continue to or beyond Q2 2021. Moreover, given both transactions'
valuations are more than one-year old, new valuations may become
available in the coming months.

COVID-19 CONSIDERATIONS

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
tenants and borrowers. DBRS Morningstar anticipates that vacancy
rate increases and cash flow reductions may arise for many CMBS
borrowers, some meaningfully. In addition, commercial real estate
values will be negatively affected, at least in the short-term,
impacting refinancing prospects for maturing loans and expected
recoveries for defaulted loans. The ratings are based on additional
analysis as a result of the global efforts to contain the spread of
the coronavirus.

Notes: All figures are in Euros unless otherwise noted.


SUNRISE SPV 2019-2: DBRS Confirms BB(high) Rating on Cl. E Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings of the following notes (the
Rated Notes) issued by Sunrise SPV Z80 S.r.l.- Sunrise 2019-2 (the
Issuer):

-- Class A Notes at AA (high) (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at BBB (high) (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at BB (high) (sf)

The rating of the Class A Notes addresses the timely payment of
scheduled interest and ultimate repayment of principal by the legal
final maturity date in October 2044. The ratings of the Class B
Notes, the Class C Notes, the Class D Notes, and the Class E Notes
address the ultimate payment of scheduled interest while
subordinated but timely payment of scheduled interest as the
most-senior class and ultimate repayment of principal by the legal
final maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses as of the September 2020 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current available credit enhancement to the Rated Notes to
cover the expected losses at their respective rating levels;

-- No early termination event has occurred;

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The Issuer is a securitization of unsecured Italian consumer loan
receivables underwritten to retail clients and originated by Agos
Ducato S.p.A. (Agos), which also acts as the servicer of the
transaction portfolio. The EUR 1.1 billion portfolio, as of the
September 2020 payment date, comprised new and used auto loans,
personal loans, furniture loans, and loans for other purposes. The
majority (67.39%) of loans in the portfolio are flexible loans that
allow the borrower the option to skip one monthly installment per
year (up to a maximum of five times during the life of the loan)
and modify the amount of the monthly installments. The transaction
closed in October 2019 and included a one-year revolving period,
which is scheduled to end on the November 2020 payment date.

PORTFOLIO PERFORMANCE

As of the September 2020 payment date, loans that were one-to-two
months and two-to-three months delinquent represented 0.7% and 0.3%
of the principal outstanding balance of the portfolio,
respectively, while loans that were more than three months
delinquent represented 0.2%. Gross cumulative defaults amounted to
0.7% of the aggregate original portfolio balance, with cumulative
recoveries of 1.4% to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has maintained its base case PD assumption
at 7.9%, and updated its base case LGD assumption to 88.0%.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations and the cash
reserve provides credit enhancement to the Rated Notes. As of the
September 2020 payment date, credit enhancements to the Class A,
Class B, Class C, Class D, and Class E notes were 33.3%, 25.1%,
17.1%, 10.9%, and 7.3, up from 31.3%, 22.8%, 14.8%, 8.6%, and 4.9%
at closing, respectively. The increased credit enhancements is due
to the increase in cash reserve which was funded from excess spread
up to its targeted level. The credit enhancement will remain stable
at the current levels until the transaction starts amortizing.

The transaction benefits from several funded reserves. The
nonamortizing Payment Interruption Risk Reserve Account with a
current balance of EUR 5.7 million is available to cover senior
expenses and interest payments on the Rated Notes, providing
liquidity support to the transaction. Credit support is provided
through an amortizing cash reserve with a target balance equal to
2.5% of the outstanding performing collateral principal. The
current balance of the cash reserve is EUR 28.5 million, which can
be used to offset the principal losses of defaulted receivables.
All reserves are currently at their target levels.

The transaction structure additionally provisions for a Rata
Posticipata cash reserve, which mitigates the liquidity risk
arising from flexible loans. This reserve will be only funded if,
for two consecutive payment dates, the outstanding balance of the
flexible loans in relation to which the debtors have exercised the
contractual right to postpone the payments is higher than 5% of the
outstanding balance of all flexible loans. As of the September 2020
payment date, this condition had not been breached.

Crédit Agricole Corporate and Investment Bank S.A., Milan branch
(CACIB-Milan) acts as the account bank for the transaction. Based
on the DBRS Morningstar private rating of CACIB-Milan, the
downgrade provisions outlined in the transaction documents, and
other mitigating factors inherent in the transaction structure,
DBRS Morningstar considers the risk arising from the exposure to
the account bank to be consistent with the ratings assigned to the
Rated Notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

Credit Agricole Corporate and Investment Bank S.A. (CACIB) acts as
the swap counterparty for the transaction. DBRS Morningstar's
private rating of CACIB is above the First Rating Threshold as
described in DBRS Morningstar's "Derivative Criteria for European
Structured Finance Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
arise in the coming months for many ABS transactions, some
meaningfully. The ratings are based on additional analysis and,
where appropriate, additional adjustments to expected performance
as a result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar conducted
additional sensitivity analysis to determine that the transaction
benefits from sufficient liquidity support to withstand high levels
of payment moratoriums in the portfolio.

Notes: All figures are in Euros unless otherwise noted.




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K A Z A K H S T A N
===================

ASTANA GAS: Fitch Alters Outlook on BB LT IDR to Stable
-------------------------------------------------------
Fitch Ratings has revised JSC Astana Gas KMG's (AG) Outlook to
Stable from Positive, and has affirmed AG's Long-Term Issuer
Default Rating (IDR) at 'BB' and National Long-Term Rating at
'A(kaz)'.

RATING RATIONALE

The Outlook revision to Stable reflects a lack of full visibility
on the revenue framework and its predictability, which prevents
Fitch from accurately assessing AG's standalone credit profile
(SCP).

AG's pipeline is now operational and rent agreement with national
monopoly operator of gas pipelines, Intergas Central Asia (ICA,
BBB-/Stable), has been signed. However, it remains unclear how some
costs will be funded as the contractual rent does not cover the
entire cost base. This is partially mitigated by the availability
of some cash reserves currently bridging the gap, but to assess
AG's SCP Fitch would need to see a clear allocation of funds to
cover all projects costs.

KEY RATING DRIVERS

The affirmation reflects the project's unchanged strong linkage to
the ultimate sponsor, the Republic of Kazakhstan (BBB/Stable).

As per Government-Related Entities (GRE) Criteria, Fitch classifies
AG as an entity with strong linkage to its ultimate sponsor, the
Republic of Kazakhstan, based on state funding, policy support, and
indirect full state ownership and control via Sovereign Wealth Fund
Samruk-Kazyna JSC (Samruk, BBB/Stable, 50%) and JSC National
Management Holding Baiterek (Baiterek, BBB/Stable, 50%).

Fitch views that the state's incentive to support AG in case of a
default is held back by the limited usage of the pipeline project
until grid connections are finalised and the project's funding,
which is only moderately reliant on international sources.

As a result, the GRE Criteria lead to a top-down minus three
notches approach which leads to AG's 'BB' rating compared to the
'BBB' for Kazakhstan, based on Fitch's combined assessment of the
strength of linkage to the government and its incentive to
support.

Status, Ownership and Control - 'Strong'

On March 5, 2018, the president of Kazakhstan included the AG
project in his "five social initiatives" speech, which later became
a government decree, with close state control over its execution.

Fitch views Kazakhstan as the company's ultimate parent. It
indirectly owns 100% of AG via Samruk and Baiterek. Both holding
companies have special status, are granted quasi-fiscal functions
and manage strategic state assets. Government officials monitored
and controlled the project's construction via monthly reports to
the Minister of Energy and to technical and financial special
working groups.

The government provided Samruk with special crisis funds, which are
an important source of capital injections. These funds were
initially channelled in 2009-2010 from the state budget to Samruk
as an emergency liquidity buffer in the wake of the global
financial crisis. The government granted Samruk an option to reuse
the funds, but only for strategic projects, such as AG. After
commissioning, the gas pipeline became a strategic national asset,
which entails restrictions on security and privatisation. Disposal
of such assets requires a government decree.

Support Track Record and Expectations - 'Very Strong'

AG has received significant cash support from the government to
build the pipeline. Kazakhstan provided a capital injection via
Samruk and Baiterek of KZT80.3 billion, which constitutes 30% of
the total project cost. State-related creditors provided the
remaining 70%. In 2018, Kazakhstan's State Pension Fund purchased
KZT85 billion bonds maturing in 2033 and guaranteed equally by
Samruk and Baiterek. Eurasian Development Bank (EDB, BBB+/Stable,
66% owned by Russia and 33% by Kazakhstan) provided a final KZT102
billion via the purchase of another bond issue in 1H19. In turn,
EBD received a KZT51 billion earmarked loan from Development Bank
of Kazakhstan (DBK, BBB-/Stable; 100% owned by Baiterek) to
purchase 50% of the bonds. Thus, EDB effectively acts as a
pass-through agent by channelling part interest payments from AG
bonds to service DBK's loan.

In addition to financial support, the state introduced favourable
legislation via a nationwide cost-based gas transportation tariff
framework. This confirms a stable record of state support and Fitch
expects AG to continue to receive tangible financial support from
the government or its agents.

Socio-Political Implications of Default - 'Weak'

Fitch does not expect any socio-political implications in case of a
default. The project is newly built, but remains under-utilised as
it is not yet fully connected to retail networks. Therefore, a
default would not affect provision of any public services, but
rather delay gasification of the capital city Nur-Sultan (formerly
Astana) while current suppliers would cover energy needs.

Financial Implications of Default - 'Moderate'

The financial implications of a default are limited due to the
mostly private and local nature of the project's funding. However,
there could be some repercussions because 40% of funds are provided
by EDB, an international financial institution, which has loaned a
total USD3.3 billion for 75 projects in Kazakhstan (40% of EDB's
total portfolio), mostly in the core sectors of the country's
economy, i.e. mining, transportation and energy, including gas
distribution networks. Thus, a default would cause reputational
damage, increase the cost of finance to other GREs and decrease
availability of funding from other international financial
institutions active in Kazakhstan.

SCP Assessment

Fitch has not assigned a SCP to AG because of limited visibility on
the revenue framework and its predictability as the rent agreement
with ICA does not cover 100% of AG's costs. Fitch understands from
management that this is now under discussion with governmental
bodies, shareholders and ICA. Meanwhile, AG is able to cover all
the costs from its available cash.

PEER GROUP

AG's closest peer is Samruk Energy (BB/Stable) which is rated using
the same GRE-based approach and notching, but it has a different
structure of rating drivers. Most significantly Samruk Energy's
potential default would have more notable socio-political and
financial implications while it has less ongoing cash support from
the state. Another peer is Kazakhstan Electricity Grid Operating
Company (KEGOC, BBB-/Stable), which is rated higher, due mostly to
its strong standalone profile.

Qatari LNG Producer RasGas (AA-/Stable) is rated much higher than
AG, in line with the sovereign's, because it has a very strong SCP
at 'a+'. Fitch also deems the socio-political and financial
implications of a default of RasGas for the Qatari state as very
significant.

Nakilat Inc (A/A-/ Stable) is a vessel operator servicing the
Qatari LNG industry. Nakilat is also rated under the GRE Criteria.
Nakilat's assessment for 'Status, Ownership and Control' is viewed
as 'Moderate' and 'Support Track Record and Expectations' as
'Strong' compared with 'Strong' and 'Very Strong' for AG,
respectively. Nakilat's 'Socio-political Implications of Default'
and 'Financial Implications of Default' are both assessed as
'Moderate' compared with 'Weak' and 'Moderate' for AG's. Nakilat's
default is deemed more significant than a default of AG given the
role of the company in Qatar's LNG value chain. As a result,
Nakilat is rated using a bottom-up plus one notch from its SCP.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  - An upgrade of Kazakhstan's sovereign rating and

  - Clear allocation of funds to cover all project costs resulting
in a SCP assessment four notches or less from the sovereign IDR.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  - A downgrade of Kazakhstan's sovereign rating and

  - A reduction in implied support and commitment from the
government, as well as importance of the project to Kazakhstan.

CREDIT UPDATE

Construction and commissioning of the pipeline was completed in the
beginning of 2020. AG received a status of the 'strategic asset'
and also signed rent and operational agreements with ICA. An
updated nationwide universal tariff to cover AG's debt service and
taxes was approved for ICA in 1Q20.

To date the pipeline remains under-utilised due to delays to both
the construction of the retail gas networks and modernisation of
Nur Sultan's central heating plant no. 3.

Asset Description

AG is a newly built domestic gas pipeline. It has been designed to
transport natural gas more than 1,000 kilometres from fields in
western Kazakhstan to 2.7 million people in the capital and to 170
smaller towns along the pipeline route. Once grid connections are
finalised, the provision of gas will allow many to switch from
using coal or fuel oil for their energy needs and will improve air
quality. The project cost is KZT267 billion (USD0.73 billion).
Construction started in 4Q18 and was completed by end-2019.
Designed capacity is 2.2 billion cubic metres a year with an option
to increase it to 3.7 billion cubic metres with additional
compressor stations.




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L U X E M B O U R G
===================

GARFUNKELUX HOLDCO 3: Fitch Rates GBP1.6BB Secured Notes 'B+'
-------------------------------------------------------------
Fitch Ratings has assigned Garfunkelux Holdco 3 S.A.'s (GH3) GBP1.6
billion-equivalent senior secured notes a final long-term rating of
'B+'/'RR4'. The total senior secured issue comprises EUR600 million
floating-rate notes due 2026, EUR740 million 6.75% fixed-rate notes
due 2025 and GBP400 million 7.75% fixed-rate notes due 2025. The
final rating is in line with the expected rating Fitch assigned on
October 21, 2020.

GH3 is a Luxembourg-domiciled note issuing entity and top holding
company of the restricted group for the purpose of issuing the
senior secured notes. It is wholly owned by Garfunkelux Holdco 2
S.A. (B+/Stable), the Luxembourg-domiciled consolidating parent
company of Lowell group, a leading European debt purchaser with a
primary focus on unsecured consumer-finance portfolios. Lowell is
majority-owned by private equity funds controlled by Permira (63.9%
beneficial interest), with the Ontario Teachers' Pension Plan
(27.7%) and management (8.2%) holding minority stakes.

KEY RATING DRIVERS

The rating of GH3's senior secured debt is equalised with GH2's
Long-Term Issuer Default Rating (IDR), reflecting Fitch's
expectation of average recoveries (RR4) for this debt class. The
senior secured notes, ranking pari passu with GH2's other existing
debt, are junior to GH2's revolving credit facility, which Fitch
has deemed to be fully drawn (with proceeds used to acquire
additional debt portfolios) in its recovery analysis.

GH2's Long-Term IDR reflects Lowell's well-established and
diversified franchise in some of Europe's largest debt-purchasing
markets, robust business model supported by strong data analytics
and consistent collection performance through economic cycles. The
rating also takes into account Lowell's below-average profitability
(which has resulted in pre-tax losses since 2015), and elevated,
albeit improving, cash flow leverage.

RATING SENSITIVITIES

SENIOR SECURED DEBT

The rating of GH3's senior secured debt is principally sensitive to
changes in GH2's Long-Term IDR. Changes to Fitch's assessment of
relative recovery prospects for senior secured debt in a default
(e.g. as a result of a reduction or increase in the proportion of
debt that is senior to the notes) could also result in the senior
secured debt rating being notched up or down from the IDR.

GH2

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  - Maintaining cash flow leverage towards the lower end of
management's target range (net debt/EBITDA of 3.5x)
post-refinancing, in particular if in conjunction with a wider
EBITDA margin and sustained improved net profitability, could lead
to an upgrade of GH2's Long-Term IDR to 'BB-'; and

  - Maintaining GH2's EBITDA/interest expense (excluding
shareholder interest payments) consistently above 3x would also
support positive rating action.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  - Cash flow leverage (gross debt/EBITDA as calculated by Fitch)
materially worsening beyond Fitch's base case for 4Q20 and 2021, in
particular, if exceeding 5x, specifically if without prospects of a
short-term recovery, and

  - A material weakening in GH2's EBITDA/interest expense ratio, in
particular if without prospects of a short-term recovery.

ESG CONSIDERATIONS

Lowell has an ESG Relevance Score of '4' in relation to 'Financial
Transparency', in view of the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. This has a negative impact on the rating,
but this impact is only considered moderate, and is a feature of
the debt-purchasing sector as a whole, and not specific to Lowell.

Unless disclosed in this section, the highest level of ESG credit
relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.




=====================
N E T H E R L A N D S
=====================

TV BIDCO: Moody's Assigns B1 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating and
a B2-PD probability of default rating (PDR) to TV Bidco B.V. (TV
Bidco), the parent of Central European Media Enterprises Ltd.
(CME), a leading free-to-air broadcaster operating in five Central
and Eastern European countries. Following the acquisition of CME by
PPF Group N.V. (PPF), a Czech investment company focused on
telecommunications, real estate, banking and financial services, TV
Bidco will become the 100% owner and new top company within the
restricted group issuing consolidated financial statements for
CME's operating subsidiaries.

Concurrently, Moody's has withdrawn the B1 CFR and B1-PD PDR of
CME, the previous top company within the restricted group.

RATINGS RATIONALE

On October 13, 2020 PPF announced the completion of the acquisition
of CME [1], which was funded with a EUR1,100 million term loan A
(TLA) due 2025 and an equity contribution of around EUR800 million.
The group also secured a new EUR50 million revolving credit
facility (RCF) due 2025. CME's outstanding debt was repaid in full
on October 13, 2020.

Moody's estimates that under the new capital structure, leverage
will increase to 5.1x in 2020 and 4.3x in 2021 from 2.8x in 2019.
The increase in leverage is driven by approximately $600 million of
incremental debt raised by the new owner to fund the acquisition.
Moody's estimates EBITDA in 2020 is likely to remain broadly
unchanged year-on-year at around $235 million.

This material increases in leverage to fund the acquisition, as
well as the de-listing of the company from the NASDAQ and into
private ownership, which will result in less transparency than
publicly listed companies, are corporate governance considerations
that Moody's has factored in this rating action.

While initial leverage post-transaction will be slightly above the
4.75x maximum tolerance for the B1 rating category, Moody's derives
comfort from the company's strong free cash flow generation of
around $115 million per annum, that drives visible deleveraging
prospects, good track record of operating performance, and its
adequate liquidity profile. The rating agency expects leverage to
reduce below 4.75x by the end of 2021 driven by significant
reduction in corporate costs, disciplined cost controls and
efficiency measures. While the company will need to develop a track
record of operating under the financial policies established by the
new owner, PPF, Moody's derives comfort on the path of deleveraging
owing to the annual mandatory debt repayments of the TLA and the
limitations in the form of restrictive covenants included in the
documentation.

The company is highly dependent on advertising revenue (around 75%
of total revenue) which is in turn highly correlated with general
economic conditions. Moody's expects challenging macroeconomic
environment to continue in all countries where CME operates over
the next 12 months, putting pressure on the company's top line
growth. In addition, the second wave of the coronavirus outbreak is
affecting significantly some of CME's core markets, with the
subsequent impact on consumer behavior and potentially on
advertising budgets.

However, CME's operating performance was resilient in the first 9
months of 2020. Despite a drop in revenue, OIBDA remained broadly
stable year-on-year owing to the company's cost containment
efforts. Following the strategic shift toward local content
investments and away from US productions, the company has more
discretion regarding the size and timing of its investments in
content, and mitigates, to some extent, earnings volatility in a
scenario of lower advertising spending. In addition, the company
benefits from increased contribution from more stable carriage
fees.

CME has a leading market position, in terms of audience share, in
each of the five countries where it operates, both throughout the
day and in prime time. This is mainly because of a good
multichannel strategy, brand strength, and a particular focus on
the development and production of local content. This allows the
company to command a price premium with respect to its competitors
and positions CME favorably such that it continues to capture a
large share of the TV advertising market in CEE.

TV Bidco's rating reflects the strong operating and financial
performance of its operating companies over the last few years; a
solid market positioning, with leading audience and market shares
in all operating segments; high and recurring free cash flow (FCF)
generation; good deleveraging prospects and the new management's
commitment to reach a target net leverage of 3.25x; improved
revenue visibility because of higher carriage and subscription fees
and more flexible cost structure than in the previous economic
downturn, largely because of the shift to local content and away
from Hollywood studios.

The rating also factors in the high exposure to the cyclical
advertising market; the uncertainty around the magnitude and timing
of the operating disruptions related to the coronavirus; the rapid
macroeconomic deterioration in all countries where the company
operates and the more aggressive financial policy under the new
ownership, which added around 2.3x of additional Moody's adjusted
gross leverage to fund the acquisition of CME.

LIQUIDITY

CME's liquidity profile is good. It is supported by a cash balance
of $80 million after PPF acquisition, EUR50 million of availability
under the new RCF and Moody's estimate of an annual free cash flow
generation of around $115 million in 2020. Moody's estimates that
these sources are enough to meet its cash requirements over the
next 12-18 months, including annual debt amortization of around
EUR55 million.

CME does not have any large debt maturity repayment until April
2025 when the outstanding debt under the TLA is due. The loan
documentation restricts dividend payments if consolidated net
leverage is above 3.25x and the cash balance within the group is
not at least 35% of EBITDA, however, there is a dividend payment
carve out of EUR25 million per year. The company is subject to two
maintenance financial covenants, an interest coverage ratio of at
least 2.0x and a net consolidated leverage of 5.85x at transaction
closing with linear step downs of 0.25x per quarter until it gets
to 4.0x in March 2023.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR is one notch below the B1 CFR, reflecting the 65%
family recovery rate assumption for capital structures that consist
of only bank credit facilities with strong covenant packages.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects that while CME's metrics will initially
be weak for the rating, the rating agency expects that
Moody's-adjusted gross leverage will decrease below 4.75x by year
end 2021 while operating performance continues to be resilient and
free cash flow generation strong.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

A rating upgrade is possible if CME's Moody's-adjusted gross
debt/EBITDA remains sustainably below 3.5x and its adjusted
FCF/gross debt increases towards 7%-10% on a sustained basis.
However, upward pressure is limited at this point given that the
company's financial policy is to operate with leverage (on a
reported net debt to EBITDA basis) of 3.25x. Negative rating
pressure could develop if earnings deteriorate or the company
enters into large debt-financed acquisitions leading to
Moody's-adjusted gross leverage remaining sustainably above 4.75x,
adjusted FCF/gross debt decreases below 5% on a sustained basis or
liquidity deteriorates. Moody's has slightly tightened the downward
ratio threshold to 4.75x from 5.0x pre-transaction to bring it
closer to peers following the sale of the company by its former
majority shareholder, AT&T Inc. (Baa2 stable).

LIST OF AFFECTED RATINGS

Issuer: TV Bidco B.V.

Assignments:

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B1

Outlook Action:

Outlook, Assigned Stable

Issuer: Central European Media Enterprises Ltd.

Withdrawals:

Probability of Default Rating, Withdrawn, previously rated B1-PD

Corporate Family Rating (Foreign Currency), Withdrawn, previously
rated B1

Outlook Action:

Outlook, Changed To Rating Withdrawn From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Media Industry
published in June 2017.

COMPANY PROFILE

TV Bidco B.V. is the ultimate parent of Central European Media
Enterprises Ltd. (CME), a leading free-to-air broadcaster operating
in five Central and Eastern European countries. Launched in 1994,
CME operates 30 TV channels serving a population of around 45
million people. In the last 12 months ended in June 2020, the group
generated revenue and OIBDA of $644 million and $228 million,
respectively.




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R U S S I A
===========

KOKS PJSC: Fitch Assigns B Rating on $350MM Sr. Unsec. Notes
------------------------------------------------------------
Fitch Ratings has assigned Russian pig iron and coke company PJSC
Koks' USD350 million loan participation notes (LPNs) due in 2025 a
final senior unsecured 'B' rating and a 'RR4' Recovery Rating. The
5.90% LPNs were issued by IMH Capital DAC, a designated activity
company incorporated under the laws of Ireland for the purpose of
providing a loan to Koks. The proceeds of the loan will mainly be
used to redeem Koks' existing 2022 notes, issued by Koks Finance
DAC. Koks' Long-Term Issuer Default Rating is 'B' with a Stable
Outlook.

The notes rank pari-passu with Koks' existing senior unsecured
debt. The notes are guaranteed by the main operating entities of
the group, which together with Koks, represent nearly 100% of
EBITDA and nearly 81% of total assets.

KEY RATING DRIVERS

Limited Leverage Headroom: Koks' funds from operations (FFO) gross
leverage increased to 5.7x in 2019 from 4.7x in 2018, due to
operational disruptions at Koks' coal mines (now resolved) leading
to lower output, and a final loan issued to Tula-Steel. Fitch
expects leverage to decrease towards 5x in 2020 and to remain
around 4.5x over 2021-2023. The forecast improvement in credit
metrics will be driven by a recovery in coal output from 2020 and
higher-margin sales to Tula-Steel supporting a rebound in EBITDA
margin to over 20% from 2020.

The management aims to deleverage towards net debt/EBITDA of 2x in
the medium term (versus Fitch-calculated net debt/EBITDA of 4.3x at
end-2019).

Pandemic Has Affected Sales Structure: The coronavirus-related
crisis has suppressed demand for steel in Europe, the US and CIS.
As a result, Koks has shifted its export sales of pig iron from
Europe and US to Asia, in particular China, which represented 52%
of export volume sales in 1H20 versus 9% in 2019. New environmental
regulations in China are leading to increasing use of merchant pig
iron in electric steelmaking, contributing to firmer pig iron
prices in the medium term.

Koks' pig-iron exports will also be supported by idling blast
furnaces in Europe and US, which restricted local supply of pig
iron.

Tula-Steel Fully Ramped Up: Koks has lent RUB21 billion to date for
the construction of the Tula-Steel plant, which is under common
shareholder control. This has contributed to an increase in Koks'
debt. The plant started operations in July 2019 with a focus on the
construction market in the Moscow region.

Tula-Steel to Improve Margins: Koks enjoys higher margins from its
sales to Tula-Steel versus other domestic or export sales because
of logistics and casting cost savings, as both plants are located
in the Tula region. Tula-Steel buys liquid pig iron from the group,
which does not require any cooling and casting of the material
prior to the sale. During 1H20, revenues to related parties
(including Tula-Steel) represented 58% of total sales. At end-1H20,
Koks had a trade receivables balance with related parties,
including Tula-Steel, of RUB5.6 billion.

Possible Tula-Steel Consolidation Considered: Tula-Steel is not
consolidated in Koks' financial accounts. Gazprombank provided
RUB30 billion project financing, which was the only additional
source of funding to Koks' contribution to the project. Koks may
consider consolidating Tula-Steel in the medium term, when the
plant generates enough cash flow to start deleveraging to a level
comparable with that of Koks. Koks does not guarantee Tula-Steel's
external debt and Fitch expects Tula-Steel to service its debt
independently. In addition, Fitch has not assumed any repayment of
a loan Koks provided to Tula-Steel over 2020-2023.

Full Integration by 2027: In 2019, Koks' self-sufficiency necessary
for pig-iron production was 50% in coal and 67% in iron ore, due to
operational problems at the Butovskaya and Tikhova coal mines and
the iron ore mine. An increase in coal-production volumes will be
driven by the expansion of the Tikhova and Butovskaya mines. Fitch
expects output from these mines to increase in stages, with the
Tikhova mine entering its second stage in 2022. Koks expects to
reach 97% of coal self-sufficiency by 2023.

Increasing iron ore production is dependent on the development of a
second mining level at the iron ore mine, which Fitch expects to be
launched in 2021, increasing iron ore self-sufficiency to 100% by
2027.

Capex Flexibility: The company has maintenance capex of RUB1.6
billion. Management has publicly confirmed that capex is flexible
and can be postponed for deleveraging. However, Fitch forecasts
capex to average 11% of sales or RUB7.0 billion-RUB8.5 billion in
the next four years.

Strong Pig Iron Position: Koks is Russia's largest merchant coke
producer and the world's largest exporter of merchant pig iron,
with a 13% market share in 2019, and Asia, North America and Europe
as the key destinations. The group specialises in commercial pig
iron and focuses on increasing its presence in premium pig iron.

Material Related-Party Transactions: Koks' significant
related-party transactions include funding of the Tula-Steel
project (up to 1H19) and sales of liquid pig iron to the plant,
which the group confirmed are conducted at arms-length. In
addition, Koks' exports totalling RUB13 billion, or 32% of the
group's RUB40 billion revenue in 1H20, were partly routed through a
trader that the group's auditors qualify as a related party under
common control.

Fitch does not view this as a significant risk to Koks' profile,
given the arms-length basis of their trading operations, the
limited difference between realised and market-based pig iron
prices, and the small pig iron merchant market with a limited
number of traders.

DERIVATION SUMMARY

Koks ranks behind its closest peers in CIS metals and mining, such
as EVRAZ plc (BB+/Stable), AO Holding Company METALLOINVEST
(BB+/Stable) and Metinvest B.V. (BB-/Negative), in terms of its
scale of operations, operational diversification and share of
value-added products. Koks' scale is more comparable with Ukrainian
pellet producer Ferrexpo plc (BB-/Stable), although Koks has a
smaller EBITDA margin.

Koks' financial profile, including its financial leverage and
operational margins, ranks behind that of EVRAZ, METALLOINVEST and
Metinvest but ahead of that of First Quantum Minerals Ltd.
(B-/Stable).

KEY ASSUMPTIONS

- USD/RUB rate of 71.5 in 2020, 71 in 2021, 70 in 2022 and 67 in
2023

- Realised prices of coking coal (USD120-140 a tonne, or t) and
iron ore (USD60-95/t) to follow Fitch's price deck in 2020-2023,
adjusted for historical discounts

- Tikhova and Butovskaya mines to operate normally from 2020

- EBITDA margin to improve to 21%-22% in 2021-2023 following the
ramp-up of coal mines and a higher share of pig iron sold to
Tula-Steel

- Average capex at about 11% of sales until 2023 and no dividends

- No financial support to Tula-Steel to cover Gazprombank's debt
service

- Tula-Steel not consolidated

- Fitch does not assume repayment of a loan provided to Tula-Steel
over 2020-2023

Fitch's Key Recovery Rating Assumptions

The recovery analysis assumes that Koks would be considered a
going-concern in bankruptcy and that it would be reorganised rather
than liquidated.

Koks' recovery analysis assumes a post-reorganisation EBITDA at
RUB11 billion, or 25% below its last 12- month EBITDA of RUB15
billion, to incorporate potential price moderation and volatility
across Koks' product portfolio.

A distressed enterprise value (EV)/EBITDA multiple of 4.5x has been
used to calculate post-reorganisation valuation and reflects a
mid-cycle multiple. This is in line with other similarly rated
natural resources issuers and reflects a smaller scale but a strong
market position in global merchant pig iron market and adequate
growth prospects.

The new senior unsecured LPNs are assumed to replace the existing
2022 LPNs and will rank pari passu with other senior unsecured debt
across the group.

Revolving credit facilities are assumed to be fully drawn upon
default.

After the deduction of 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR4' band, indicating
a 'B' instrument rating. The waterfall analysis output percentage
on current metrics and assumptions is 40%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- FFO gross leverage sustained below 3x

- Enhanced business profile through larger scale or product
diversification

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- FFO gross leverage sustained above 4.5x, driven by market
deterioration or underperformance of new capacities or by
additional support to Tula-Steel

- Increasing reliance on short-term debt financing or tightening
of liquidity, with the liquidity ratio falling below 1x

- FFO interest coverage falling below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: As of end-June 2020, Koks had comfortable
liquidity with RUB9 billion cash and RUB43 billion available
committed lines to cover RUB13.7 billion of short-term debt (of
which RUB6 billion are rollover lines). Its 2025 LPNs will replace
the existing 2022 notes in the debt structure with no significant
maturities until 2025. Management estimates that the minimum cash
balance necessary to sustain operations is RUB2 billion.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - RUB30 million interest related to lease debt reclassified as
lease expenses

  - RUB86 million depreciation & amortisation related to right of
use assets reclassified as lease expense and deducted from EBITDA

  - RUB80 million long-term lease liabilities and RUB99 million
short-term lease liabilities reclassified as other non-current and
current liabilities

  - RUB200 million deducted from cash flow from financing as
non-recourse factoring was fully repaid in 2019

  - Total debt according to IFRS is adjusted by RUB88million of
guarantees for loans issued to Tula-Steel

  - RUB167 million of non-operating income reclassified as
operating income

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).




=========
S P A I N
=========

BBVA RMBS 2: S&P Raises Class C Notes Rating to 'BB(sf)'
--------------------------------------------------------
S&P Global Ratings raised its credit ratings on BBVA RMBS 2, Fondo
de Titulizacion de Activos' class A4, B, and C notes to 'AA+ (sf)',
'A+ (sf)', and 'BB+ (sf)', from 'AA (sf)', 'A (sf)', and 'BB (sf)',
respectively. At the same time, S&P has affirmed its 'AAA (sf)'
rating on the class A3 notes.

S&P said, "The rating actions follow our full analysis of the most
recent information that we have received and reflect the
transaction's current structural features. Our review reflects the
application of our relevant criteria.

"Our analysis also considers the transaction's sensitivity to the
potential repercussions of the coronavirus outbreak. Of the pool,
5.70% has been granted payment holidays so far under the Spanish
legal and sectorial moratorium schemes. In our analysis, we
considered what could happen should these payment holidays become
arrears in the future and the liquidity risk they could present. We
also accounted for the notes' sensitivity to a 12-month increase in
recovery timing from our standard assumption of 42 months.

"The analytical framework in our structured finance sovereign risk
criteria assesses a security's ability to withstand a sovereign
default scenario. These criteria classify the transaction's
sensitivity as low. Therefore, the highest rating that we can
assign to the tranches in this transaction is six notches above the
unsolicited sovereign rating on Spain, or 'AAA'.

"On May 1, 2020, we revised our mortgage market outlook for Spain
due to the updated macroeconomic expectations. We therefore
increased our base foreclosure frequencies in our analysis at the
'B' to 'AA+' ratings.

"Since our previous rating action, our weighted-average foreclosure
frequency assumptions have increased due to the slight increase in
arrears and the change in the base foreclosure frequencies."
However, this is partially offset by a decrease in the
weighted-average loss severity assumptions, in turn due to the
decreased current loan-to-value ratio but higher market value
declines.

  Table 1

  Credit Analysis Results
  Rating   WAFF (%)   WALS (%)   Credit coverage (%)
  AAA      12.44      17.08      2.12
  AA        8.77      11.30      0.99
  A         6.71       4.85      0.33
  BBB       5.13       2.61      0.13
  BB        3.54       2.00      0.07
  B         2.37       2.00      0.05

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

Credit enhancement available in BBVA RMBS 2 has increased since
S&P's previous review because:

-- The sequential amortization of the notes; and

-- The reserve fund has been replenished to 84.4% of its target
level in September 2020 from 33.20% at its previous review. The
reserve fund was fully depleted from September 2010 to September
2018, as it was used to provision for loans in foreclosure and in
arrears over 12 months.

Banco Bilbao Vizcaya Argentaria S.A. (BBVA; A-/Negative/A-2) is the
servicer of this pool of loans. BBVA has a standardized,
integrated, and centralized servicing platform. It is a servicer
for many Spanish RMBS transactions. The transaction's performance
has benefited from BBVA's active servicing policies. The servicer
continues to acquire nonperforming loans and repossessed properties
from the fund. As of the September investor report, loan-level
arrears of 90 days or more currently stand at 0.42%. Overall
delinquencies remain well below our Spanish RMBS index.
The outstanding balance of defaults, defined as loans in arrears
for a period equal to or greater than 12 months, and loans
undergoing foreclosure proceedings represent 1.70% of the
outstanding pool balance. At the same time, the cumulative defaults
in the transaction, currently at 6.39%, are still far from reaching
the interest deferral trigger for the class C notes, which is set
at 10.00%.

S&P has also applied its counterparty criteria.

Societe Generale S.A. (Madrid Branch) is the transaction bank
account provider, while BBVA provides an interest rate swap. The
transaction's documented replacement mechanisms adequately mitigate
its counterparty risk exposure up to a 'AAA' rating.

Currently, our rating on the class C notes is linked to our
long-term issuer credit rating (ICR) on the servicer, BBVA, because
in our cash flow analysis we exclude the application of a
commingling loss at rating levels at and below the ICR on the
servicer.

The available credit enhancement for all classes of notes has
increased since our previous reviews due to the increase of the
reserve fund and the amortization of the class A3 notes. The
transaction is currently paying sequentially.

  Table 2

  Available Credit Enhancement
  Class   Current review (%)   Previous review (%)
   A3       15.96                10.93
   A4       15.96                10.93
   B         8.59                 4.58
   C         2.04                (1.07)

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on all classes of notes in
this transaction should be the lower of (i) the rating as capped by
our sovereign risk criteria, (ii) the rating as capped by our
counterparty criteria, or (iii) the rating that the class of notes
can attain under our European residential loans criteria.

"Our credit and cash flow results indicate that the credit
enhancement available for the class A3 notes is still commensurate
with our 'AAA' rating. We have therefore affirmed our 'AAA (sf)'
rating on the class A3 notes.

"We have raised to 'AA+ (sf)' from 'AA (sf)', to 'A+ (sf)' from 'A
(sf)', and to 'BB+ (sf)' from 'BB (sf)' our ratings on the class
A4, B, and C notes, respectively. These notes could withstand
stresses at higher ratings under our credit and cash flow analysis
due to the increased credit enhancement. However, we have limited
our upgrades based on their position in the waterfall, the current
deteriorating macroeconomic environment, and the risk that payment
holidays could become arrears in the future."

S&P Global Ratings acknowledges a high degree of uncertainty about
the evolution of the coronavirus pandemic. The current consensus
among health experts is that COVID-19 will remain a threat until a
vaccine or effective treatment becomes widely available, which
could be around mid-2021. S&P said, "We are using this assumption
in assessing the economic and credit implications associated with
the pandemic. As the situation evolves, we will update our
assumptions and estimates accordingly."


GIRALDA HOLDING: S&P Affirms 'B+' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B+' ratings on Giralda Holding
Conexion, S.L.U. (Konecta) and its term loan B, which was upsized
to EUR420 million. The recovery rating remains at '3', reflecting
its expectation of 50%-70% recovery (rounded estimate: 55%) in a
default.

The outlook is stable because S&P forecasts organic growth of 4%-5%
for Konecta over the next 12-24 months, due to favorable market
trends, with debt to EBITDA close to 4x, and funds from operations
(FFO) cash interest coverage remaining above 3x.

The Rocket Hall acquisition will reinforce Konecta's leading
position in Spanish speaking countries and enhance its digital
capabilities but is unlikely to transform its business profile.  
The addition of Rocket Hall will strengthen Konecta's geographic
presence in Spain and South America and add higher-margin business
to the group. Rocket Hall, which provides CRM and business process
outsourcing (BPO) services in Spanish-speaking countries, operates
with three main segments: smart contact center, digital marketing,
and Big Data. S&P said, "In 2020, we expect it will generate around
EUR105 million in revenue and EUR17 million in EBITDA. The
acquisition will slightly reduce Konecta's share of
non-euro-denominated revenue and EBITDA, reducing the risk related
to highly volatile South American currencies. However, in our view,
Rocket Hall is not large enough to markedly improve the scale,
scope, and diversity of Konecta's business or significantly
strengthen its business risk profile. We continue to view Konecta's
scale and diversity as relatively modest compared with those of
larger, more global players such as Teleperformance and WebHelp."

The economic impact of COVID-19 has had a limited impact on the
company's financial performance, while Rocket Hall and new
opportunities should boost margins in the future.   Konecta was
able to move up to 70% of its employees to a work-from-home model
while maintaining operations at reduced capacity, thus continuing
to serve clients. S&P said, "Despite currency depreciation in South
America and exceptional costs caused by the pandemic, we expect
revenue and EBITDA margins to show resilience in 2020. From 2021,
we believe Rocket Hall will improve Konecta's overall margin
profile, thanks to high-margin activities such as digital marketing
and Big Data, which are expanding faster than traditional CRM/BPO
services; in addition to cost synergies. We also think Konecta's
margins will benefit from new contracts in relatively untapped
verticals, which have seen strong growth during lockdowns, such as
e-commerce. Konecta's profitability has lagged peers', with S&P
Global Ratings-adjusted EBITDA margins at 12%-13%, but we expect
these margins will improve to around 15% following the acquisition
toward that of peers such as WebHelp."

S&P said, "Despite higher reported leverage of 6.3x at closing
(5.2x on a pro forma basis), we expect Konecta's credit metrics to
remain comfortably within the aggressive financial risk profile
category.  Our view of Konecta's financial risk profile stems from
our projection of adjusted debt to EBITDA at 4.3x-4.5x at the end
of 2021, following a deterioration to over 5.0x in 2020. We
continue to treat the preference shares as equity because they
satisfy our criteria for treatment as noncommon equity. Although
Intermediate Capital Group (ICG) has taken a holding in the
first-lien debt, we do not believe this reduces the sponsors'
incentives to act as equity holders at this time. In addition, we
do not expect a material change in the percentage of debt ICG
holds. Included in our calculation of debt is the EUR420 million
term loan B, around EUR75 million of local debt, over EUR100
million of operating leases adjustments, and EUR35 million of
expected drawings under a factoring facility. We expect FFO to debt
to increase to 13%-15% by 2021-2022, which is firmly in the
aggressive financial risk profile category. Moreover, we forecast
that FFO to cash interest coverage will remain at 3.0x-3.5.x, which
we view as positive.

"The stable outlook reflects our view that organic growth will
increase to 4%-5% over the next 12 months as the group benefits
from favorable trends in the CRM/BPO market and its long-term
relationships with blue-chip customers. Following the acquisition
of Rocket Hall, we expect business growth to lead to a reduction in
debt to EBITDA to close to 4x in the next 12-24 months, with FFO
cash interest coverage remaining above 3x.

"We could lower the rating if growth headwinds in Spain and Latin
America result in a continued revenue decline, or if high
restructuring costs or operation missteps compress EBITDA margins
to below 10%, or result in prolonged negative free operating cash
flow (FOCF). We could also lower the rating if the company adopts a
more aggressive financial policy (such as significant debt-funded
acquisitions) and maintains adjusted debt to EBITDA above 5x.
Additionally, the rating could be lowered if Konecta's current
financial sponsor or an affiliate increases its participation in
Konecta's term loan B, which we believe would create conflicting
interests within the group. This would cause us to reconsider
whether the shareholder loan has sufficient equity-like
characteristics to be treated as equity when calculating credit
metrics.

"We could raise the rating if Konecta improves its market share and
customer and geographic diversification. We could also raise the
rating if we anticipate that Konecta will adopt a more conservative
financial policy, with adjusted debt to EBITDA staying below 4x,
which would likely follow if the sponsor were to relinquish
effective control over Konecta."


PAX MIDCO SPAIN: S&P Lowers ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on concession
catering operator PAX Midco Spain (Areas) to 'CCC+' from 'B-'. At
the same time, S&P lowered its issue-level rating on the company's
EUR1.050 billion term loan B to 'CCC+' from 'B-'. S&P maintains the
'3' recovery rating (50%-70%; rounded estimate: 60%).

Based on S&P's revised industry forecast, S&P expects Areas'
earnings to be largely reduced, increasing the chances its capital
structure becomes unsustainable.

The path to air traffic recovery will depend not just on the pace
of border openings, but also on airline fleet capacity and route
planning, passenger demand, and the economic burden resulting from
the coronavirus pandemic. Beyond the pandemic horizon, there is a
significant probability that business travels, the most profitable
segment for travel retailers, will never resume to pre-COVID-19
levels, considering the alternative solutions that have proven
efficient during the lockdown period. Furthermore, it has been
reported that some countries will cut the number of short-haul
flights available for environmental reasons. S&P said, "Hence, we
see both conjectural and structural challenges weighing on travel
retail, contrasting with our pre-COVID expectations of about 5%
organic growth for travel retailers. Over the longer term, we
believe that air travel may somewhat recover when current health
and safety concerns have been largely addressed by the industry and
consumer confidence rebounds."

While Areas' exposure to Railways and Motorways provides some
diversification, these segments remain significantly affected by
travel restrictions, and therefore will provide limited benefit in
the short term. S&P said, "We expect these segments will recover to
their pre-COVID level by 2022 at the earliest, versus 2025 for the
Airports segment. In this context, we believe cost-saving efforts
and working capital efficiencies will only limit cash flow burn
rather than restore profitability and cash flow generation to
pre-pandemic levels. Because the assumptions on which the group's
capital structure was built at the time of the initial transaction
seem less plausible, we believe there are substantial risks the
capital structure becomes unsustainable." Adding to this, the
company has raised approximately EUR500 million of additional debt
since the beginning of the year to ensure liquidity, adding to an
already-heavy debt burden.

S&P said, "Based on our revised assumptions, we forecast that
Areas' S&P Global Ratings-adjusted leverage will be above 40x in
fiscal 2020 (ending September 2020) and 12x in fiscal 2021. Also,
we expect the company's free operating cash flow to remain negative
in the next two years."

State-backed loans and equity injections have improved the
company's liquidity profile but are not sufficient to offset short-
and long-term risks   In October 2020, Areas secured a EUR165
million government-backed loan, composed of EUR135 million in
France and EUR30 million in Spain. In addition, the company's
shareholders also injected EUR78 million of equity. Following these
liquidity injections, Areas' liquidity amounted to almost EUR490
million, including EUR34 million of undrawn overdrafts. S&P said,
"While we view the company's liquidity as adequate, we believe that
it does not completely offset the risks stemming from the
resurgence of COVID-19 cases in Europe and the tightening
restrictions in several key geographies for the company. In our
view, this second wave of restrictions shows recovery for the
sector will be very slow, fragile, and uneven, and we cannot
completely rule out the risk of further spikes in infections or
lockdowns in the next 12 months. This could translate to a
significant downside risk to our base-case scenario."

Environmental, social, and governance (ESG) credit factors for this
credit rating change:  

-- Health and safety

The negative outlook reflects the possibility of a downgrade within
the next 12 months if S&P sees further deterioration in credit
metrics due to continued depressed conditions in the travel
industry, increasing the probability of a debt restructuring or
translating to liquidity pressures.

S&P could lower its ratings on PAX Midco if:

-- S&P believes there's increased risk of default in the next 12
months. This could happen if travel restrictions are extended for
longer than expected, leading to Areas' activity remaining weak and
hurting its liquidity.

-- S&P could also downgrade the company if it announces an
additional debt exchange offer or debt restructuring, or misses any
interest payment or debt repayment.

-- S&P could revise the outlook to stable if it sees a recovery in
the company's activities, leading to limited cash burn and stable
liquidity position on the back of improving industry conditions.


PROMOTORA DE INFORMACIONES: Fitch Lowers LongTerm IDR to C
----------------------------------------------------------
Fitch Ratings has downgraded the Spanish education publishing and
media group Promotora de Informaciones, S.A.'s (Prisa) Long-Term
Issuer Default Rating (IDR) to 'C' from 'B-' on the announcement of
the company's proposed offer to lenders.

The downgrade reflects Prisa's intention to enter into an
amend-and-extend transaction with its existing lenders that
includes the sale of the Spanish business of its education division
Santillana to entities related to the Finnish media group Sanoma
Oy. The transaction would lead to an around EUR400 million
prepayment funded by the sale proceeds of Santillana Spain and of
the Portuguese audio-visuals business Media Capital, an extension
to 2025 from 2022 of the maturities for EUR750 million residual
debt, and a newly granted EUR110 million liquidity line.

Fitch views the transaction as a distressed debt exchange (DDE)
under its Corporate Ratings Criteria. Specifically, the proposed
transaction leads to a material reduction in terms as lenders will
be impacted by an extension of maturities and significant credit
deterioration due to exposure to a weakened business profile
post-disposal, despite lower leverage following the prepayment.

The amendments, including the sale of a core division and the
maturity extension, require unanimous lender approval. In the
absence of such approval Prisa also announced that it may apply to
the UK scheme of arrangement to compel non-consenting lenders to
accept the proposed transaction. Fitch believes that all these
indicate that other capital market-based remedies to the imminent
debt maturities are no longer viable and that the proposed exchange
represents the only option to Prisa outside of formal bankruptcy or
insolvency.

Should the exchange be approved and executed, upon completion of
the DDE, Fitch will downgrade Prisa's IDR to 'RD' (Restricted
Default) before re-rating is based on the new group's business
prospects and amended and extended capital structure.

KEY RATING DRIVERS

Sale of a Core Asset: The sale of the Spanish branch of Santillana
marks a change to the strategy announced after the 2018
restructuring, which was focused on the sale of the non-core media
businesses and on the retention of the education platform. Fitch
understands from management that the sale of Santillana was not
permitted by the 2018 restructuring agreement. Santillana Spain,
accounting for about 27% of the division's EBITDA, provides for
lower long-term growth prospects than the Latin American (LatAm)
education platforms. However, it represents a stable and profitable
business that is less vulnerable to the macroeconomic uncertainty
affecting the remaining part of the division.

Reduction in Lenders' Terms: Fitch believes that, in addition to
the extension of maturities under Prisa's proposal, lender's terms
are impacted by a significant deterioration in credit profile. The
business combination post-restructuring leaves Prisa exposed to
vulnerable press and radio assets that are affected by the spread
of coronavirus and secular declines and a LatAm education platform
that is afflicted by the pandemic and adverse FX fluctuations.

Potential Coercion by Court: A private lock-up agreement binds
around 80% of Prisa's lenders to the key terms of the deal. Prisa's
management is also confident about achieving the required unanimous
consensus, but some lenders may not be contactable or may not be
permitted under their internal investment guidelines to participate
voluntarily. Consequently, Prisa has said that in the absence of
100% lender consent, it will implement the deal by means of a UK
scheme of arrangement, with the UK court compelling non-consenting
lenders to accept the deal by 1H21. Fitch believes that such intent
would constitute coercion of non-consenting lenders.

Asset Sale Insufficient: Fitch assumes the EUR400 million
prepayment from the sale of Santillana Spain, in the absence of an
extension of maturities, would not be enough to address the
refinancing pressures on the 2022 maturities due to the
corresponding loss of operating profit from the division.

Limited Proceeds from Audio-Visuals Sale: Following the termination
of the disposal agreement to Cofina SGPS SA (Cofina) in March 2020,
Prisa announced the sale of its 30% stake in its Portuguese
audio-visual's subsidiary to Pluris Investments for EUR11 million.
In November the company sold the remaining stake to several
investors for around EUR37 million. These transactions confirmed
the initial commitment from Prisa to focus on its core education
business. However, the proceeds raised were materially lower than
initial expectations, in particular given the expected EUR170
million they would have received from the Cofina offer.

Advertising and Circulation Hit: The spread of coronavirus has
affected Prisa's radio and press division in 2020. Radio revenues
for 3Q20 were about 38% lower yoy with a negative EBITDA of about
EUR6 million, down by EUR48 million a year ago, due to weaker
advertising. Press revenues declined 26% yoy, with digital
advertising and subscriptions mitigating some of the decline.
EBITDA for the press division was also negative by about EUR17
million. For 2021 Fitch expects the radio business to return to
moderately positive EBITDA, and the press division to break even.

Challenges in Education: Prisa's education business, Santillana,
generates the majority of revenues in the K-12 segment in LatAm.
The economic downturn caused by coronavirus has adversely affected
near-term public and private spending in this segment across the
region, while deterioration in LatAm economies has led Fitch to
project currency depreciation for 2019-2021 of around 35% in Brazil
(BB-/Negative) and around 14% in Mexico (BBB-/Stable), all key
markets for Santillana. Overall, Fitch expects a 15% revenue
decline for the education division in 2020, including Santilana
Spain, and assume an underlying growth of 5% in 2021 for the LatAm
countries post-disposal.

Spike in Leverage: Deteriorations in advertising and circulation,
together with a significant slowdown in education, will sharply
increase funds from operations (FFO) gross leverage to 14.7x at
end-2020. In its rating case Fitch assumes the disposal of
Santillana Spain to take place at end-1Q21, at the same time as the
debt amendment is implemented. Stabilisation in trading conditions
and the execution of a cost-savings plan will ease leverage down to
around 8.0x by 2022. Fitch forecasts FFO interest coverage will
rise above 2.0x around 2023. Fitch assumes Prisa, operating under
its current corporate and capital structure, to return to positive
free cash flow (FCF) by 2023.

DERIVATION SUMMARY

Prisa's ratings are supported by Santillana, a prominent K-12
education publisher in LatAm and Spain, and by the advertisement
and circulation business, mostly radio and press, and mainly in
Spain. Prisa's highly leveraged capital structure reflects a legacy
restructuring agreement closed in 2018.

The business profile remains anchored by the stability of its
education division, which is less exposed to economic cycles and
has a leading competitive position in its main markets, although it
is currently affected by macroeconomic and FX volatility in LatAm.
The remaining businesses exhibit a higher risk profile due to their
bias towards circulation and advertising revenues, which is
partially mitigated by a growing digital platform.

Prisa's business is partially comparable with that of peers in
education publishing such as McGraw-Hill Global Education Holdings,
LLC (B+/Negative), whose business combination is predominantly
underpinned by textbook and professional publishing, but with lower
leverage, or education providers such as Global University Systems
Holding B.V. (B/Stable), which had similar 2019 gross leverage,
although it has a highly resilient operating profile.

In comparison with other media companies involved in DDE or
post-DDE restructurings such as Solocal Group (CCC+), Prisa faces
similar secular declines and exposure to advertising for its media
business. However, Prisa has stronger asset coverage that is
inherent in the value of its Santillana business.

KEY ASSUMPTIONS

  - Implementation of the proposed exchange transaction

  - Revenue CAGR for 2019-2023 of -4%, driven by change in business
scope after the sale of Santillana Spain, and a 23% yoy decline in
2020 reflecting the coronavirus impact on advertising trends,
school closures in lockdowns and adverse FX effect from LatAm
currencies in the short- to-medium term, which is only partially
offset by continued growth from digital platforms.

  - Fitch-defined EBITDA (adjusted for the application of IFRS16)
margin to decline to 12% in 2020 from 19% in 2019, led by media
divisions.

  - Total cost savings of about EUR40 million achievable within the
next 12 months.

  - Average capex at about 5% of revenues for 2020-2023.

  - Working capital outflow on average at 1.5% of sales p.a. until
2023.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  - Evidence of ability to fully refinance the outstanding senior
secured debt due in 2022 at current market conditions, with a
partial or total variation of the terms currently proposed to
lenders

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  - Implementation of a DDE, by way of a new debt structure
according to the terms presented, would lead to a downgrade to
'RD'

LIQUIDITY AND DEBT STRUCTURE

Liquidity as of end-September 2020 remained adequate with EUR230
million cash on balance sheet, including EUR99 million drawn under
a revolving credit facility (RCF) with a current limit of EUR116
million. However, Fitch believes that if the proposed transaction
does not proceed, Prisa would face challenges to refinance its
outstanding debt of around EUR1.2 billion at maturity by end-2022
without an agreement with lenders. Those challenges will remain
even assuming a successful sale of Santillana Spain without a
maturity extension.


PROMOTORA DE INFORMACIONES: Moody's Cuts CFR to Caa1, Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded to Caa1 from B3 the corporate
family rating of Promotora de Informaciones, S.A., a leading
provider of cultural, educational, information and entertainment to
the Spanish speaking markets. The outlook remains negative.

"The downgrade reflects the company's underperformance in 2020
against our forecasts and our expectation of a continuation of a
very weak operating performance in 2021, the potential for a
distressed exchange resulting from the recently announced amend and
extend exercise, and the deterioration in the company's business
risk profile following the planned sale of the Santillana business
in Spain," says Victor Garcia Capdevila, a Moody's Assistant Vice
President - Analyst and lead analyst for Prisa.

RATINGS RATIONALE

The rating agency forecasts that Prisa will generate
Moody's-adjusted EBITDA of around EUR110 million in 2020, a 53%
decrease year-on-year (2019: EUR224 million) and 40% below the
rating agency's expectations in April 2020 (EUR185 million) when
the rating was downgraded to B3 from B2. The rapid deterioration in
the company's operating performance was largely due to the
disruptions created by the coronavirus outbreak and are exerting
significant pressure in the company's credit metrics. In the first
nine months of 2020, the education segment generated EBITDA of
EUR110 million, a decrease of 15% year-on-year and radio and press
had negative EBITDA of EUR6 million and EUR17 million compared with
a positive EBITDA of EUR42 million and EUR1 million a year earlier
respectively.

Moody's-adjusted gross leverage is likely to increase to around 12x
by year end 2020 compared to 6.1x in 2019 and the rating agency's
previous expectation of 7.8x. Interest coverage, measured as
(EBITDA-CAPEX)/Interest Expense, is likely to be around 0.6x in
2020 and to continue below 1.0x over the next two years, while free
cash flow generation will continue to be negative at least until
2023.

The downgrade reflects the corporate governance considerations
associated with Prisa's highly levered financial profile, which
questions the sustainability of its capital structure, at a time
when the company faces a debt maturity wall in November 2022.

In order to remove refinancing risk, the company announced on
October 19, 2020 [1] that has entered into a lock-up agreement with
the majority of its lenders to amend and extend (A&E) its financial
liabilities, pushing the maturities to March 2025 in exchange for
debt repayments from the disposals of Santillana Spain and Media
Capital. In the absence of unanimous lender approval, the company
intends to pursue the completion of the A&E through a scheme of
arrangement. Moody's notes that this amend and extend process might
be considered a distressed exchange, and therefore a default under
its methodologies, depending on the loss that creditors face as the
additional remuneration may not fully compensate for the extension
of the debt maturities, as well as the degree of coercion, that
helps default avoidance, while the capital structure may be
untenable.

As part of the A&E process the company has committed to the
disposal of the education business in Spain to Sanoma Corporation
for an enterprise value of EUR465 million. Based on an average
EBITDA of EUR48.7 million between 2017 and 2019 this translates
into a multiple of 9.6x enterprise value /EBITDA. The net proceeds
from the disposal, after deducting Santillana's net debt of around
EUR53 million and transaction and advisory fees, are estimated at
around EUR400 million and are earmarked to reduced existing
indebtedness.

While the disposal of Santillana's business in Spain will reduce
the group's debt by more than 30% and its leverage by around 0.5x,
this is largely offset by the material increase in the company's
business risk because the education business in Spain was the only
recurring and stable source of cash flows in domestic currency. The
other two business segments, press and radio, continue to face
important structural challenges and their EBIT contribution to the
group is negative. Therefore, following the disposal of Santillana
in Spain, Prisa will need to service its EUR denominated debt with
cash flows generated in emerging market currencies, increasing the
company's foreign currency risk.

Moody's will determine whether the A&E transaction constitutes a
distressed exchange once the asset disposal has been completed and
the debt maturity is extended. The process is expected to be
completed before 1H 2021.

LIQUIDITY

The company's liquidity is adequate. As of the end of September
2020, the company had cash and cash equivalents of around EUR230
million, out of which about EUR10 million is restricted cash. The
EUR80 million revolving credit facility is fully drawn. Moody's
estimates that the company will generate negative free cash flow of
around EUR50 million in Q4 2020 and -EUR40 million in 2021.

As part of the A&E, the debt amortization of EUR15 million and
EUR25 million due in Q4 2020 and Q4 2021 respectively will be
waived and capitalized on the principal notional amount; the
company will also have access to EUR109 million of additional super
senior facilities to reinforce its liquidity.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the high leverage of the company, the
downside risks related to the continuation of operating
underperformance in Q4 2020 and in 2021, as well as the potential
for a distressed exchange to be determined once the A&E and asset
disposal are completed.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

Positive rating pressure is unlikely in the current operating
environment. A rating upgrade would require sustainable growth in
group-wide revenue and EBITDA and a turnaround in operating
performance in press and radio, a reduction in Moody's-adjusted
gross below 6.5x, and a strong liquidity platform with no
refinancing risk.

Downward rating pressure could develop should operating conditions
worsen more than currently anticipated, liquidity deteriorates or
losses for creditors in the event of a distressed exchange are
higher than those envisaged under the current Caa1 rating.

LIST OF AFFECTED RATINGS

Issuer: Promotora de Informaciones, S.A.

Downgrade:

Corporate Family Rating, Downgraded to Caa1 from B3

Outlook Action:

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Media Industry
published in June 2017.

COMPANY PROFILE

Promotora de Informaciones, S.A. (Prisa), headquartered in Madrid
(Spain), is the leading provider of cultural, educational,
informative and entertainment content to the Spanish speaking
markets. It has a presence in 24 countries and offers its content
through three business lines: Education, Radio, Press. In 2019,
Prisa reported revenue of EUR1,096 million and EBITDA of EUR242
million.




===========================
U N I T E D   K I N G D O M
===========================

BHS GROUP: Former Owner Jailed for 6 Yrs. Over GBP2.2MM Tax Bill
----------------------------------------------------------------
RetailWeek reports that former BHS owner Dominic Chappell has been
jailed for six years after evading a six-figure tax bill on the
GBP2.2 million he made from the high street chain.

According to RetailWeek, Chappell paid a nominal GBP1 to buy the
now-defunct department store business from Sir Philip Green in
2015.

                           About BHS

BHS Group was a high street retailer offering fashion for the whole
family, furniture and home accessories.

BHS was put into administration in April 2016 in one of the U.K.'s
largest ever corporate failures, according to The Am Law Daily.
More than 11,000 jobs were lost and 20,000 pensions (the U.K.
equivalent of a 401k) put at risk after it emerged that the
company, which had more than 160 stores across the U.K., had a
pension deficit of GBP571 million (US$703 million), The Am Law
Daily disclosed.

Sir Philip Green, a retail magnate with a net worth of more than
US$5 billion, has been heavily criticized for his role in the
collapse of BHS, The Am Law Daily said.  Mr. Green and other
shareholders had taken around GBP580 million (US$714 million) out
of the business before selling it for just GBP1 (US$1.23), The Am
Law Daily noted.

Linklaters acted for Green's Arcadia Group on the sale of the
company to Retail Acquisitions, which was advised by London-based
technology, media and telecoms specialist Olswang, The Am Law Daily
added.

Weil Gotshal & Manges and DLA then took the lead roles on the
administration, acting for the company and administrators Duff &
Phelps, respectively, while Jones Day was appointed by the
administrators to investigate the actions of the company's former
directors, The Am Law Daily related.


BIFAB: Scottish Gov't. Can No Longer Provide Financial Support
--------------------------------------------------------------
BBC News reports that the Scottish government cannot continue to
provide financial support to troubled engineering firm BiFab due to
legal constraints, MSPs have been told.

According to BBC, the government has pumped more than GBP50 million
into the company, which has two yards in Fife and one near
Stornoway.

But Economy Secretary Fiona Hyslop told MSPs the firm was in a
weakened state and that state aid rules prevented any more public
money being spent on it, BBC relates.

Unions said this was an effort to "deflect" and not take
accountability, BBC notes.

The Scottish government took a stake in the BiFab yards when they
were saved from permanent closure in April 2018, BBC recounts.

However, it recently withdrew a GBP30 million guarantee from the
company's bid for work manufacturing parts for offshore wind farms,
citing state subsidy rules -- which effectively ended hopes of
creating 450 jobs, BBC discloses.

Ms. Hyslop, as cited by BBC, said BiFab had been hit hard by the
Covid-19 pandemic and a "greatly weakened cash flow and balance
sheet" -- and criticized Canadian owners DF Barnes for not
investing more.

She told MSPs that "the Scottish government cannot currently
legally continue to financially provide more support to BiFab", BBC
discloses.


BISHOPSGATE ASSET: S&P Lowers Series 1 Repack Notes Rating to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered to 'BB' from 'BB+' its credit rating on
Bishopsgate Asset Finance Ltd.'s series 1 repack notes.

The rating action follows its Oct. 30, 2020, rating action on
Consort Healthcare (Birmingham) Funding PLC.

Under S&P's "Global Methodology For Rating Repackaged Securities"
criteria, its weak-link our rating on Bishopsgate Asset Finance
Ltd.'s series 1 repack notes to the lowest of:

-- S&P's rating on the GBP398.68 million index-linked notes issued
by Consort Healthcare (Birmingham) Funding PLC;

-- S&P's issuer credit rating (ICR) on NatWest Markets PLC swap
counterparty; and

-- S&P's ICR on Deutsche Bank AG as custodian.

Therefore, following S&P's recent rating action on Consort
Healthcare (Birmingham) Funding PLC, S&P has lowered to 'BB' from
'BB+' on Bishopsgate Asset Finance Ltd.'s series 1 repack notes.

S&P Global Ratings acknowledges a high degree of uncertainty about
the evolution of the coronavirus pandemic. The current consensus
among health experts is that COVID-19 will remain a threat until a
vaccine or effective treatment becomes widely available, which
could be around mid-2021. S&P said, "We are using this assumption
in assessing the economic and credit implications associated with
the pandemic. As the situation evolves, we will update our
assumptions and estimates accordingly."


CLARKS: Enters Into Company Voluntary Arrangement
-------------------------------------------------
BBC News reports that Clarks, one of the UK's oldest shoe chains,
has been rescued in a GBP100 million investment deal.

According to BBC, the money is being invested by the Hong
Kong-based private equity firm LionRock Capital.

As part of the deal, Clarks -- which has 320 shops across the UK --
will enter a form of administration known as a company voluntary
agreement (CVA), BBC discloses.

The company said the agreement meant no shops would be permanently
shut and no jobs would be lost, BBC relates.

Like many retailers Somerset-based Clarks has struggled this year
because of the coronavirus pandemic, BBC notes.

The CVA means landlords will have to accept a percentage of a
shop's revenue for their rent instead of relying on a fixed lease,
BBC states.

If successful in a shareholders' vote next month, LionRock will buy
a majority stake in Clarks, with the Clark family no longer the
main shareholders, although they will remain investors, BBC
relays.

In 2019, the company closed its only remaining UK factory, which
had opened in 2017 solely to make desert boots, BBC recounts.

Before that, the last remaining Clarks plant in the UK -- Millom in
Cumbria -- closed in 2006 as production was moved to the Far East,
according to BBC.


CROWN AGENTS: Fitch Affirms BB LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Crown Agents Bank Limited's (CABK)
Long-Term Issuer Default Rating (IDR) at 'BB'. The Outlook is
Stable. The bank's Viability Rating (VR) has also been affirmed at
'bb'.

The rating action reflects its expectation that CABK's business
model is likely to be resilient to the current pandemic, even in a
downside scenario. This is supported by CABK's material activities
with official development agencies, and non-governmental
organisations, which Fitch believes are less sensitive to an
economic downturn compared with commercial financial institution
counterparties.

The bank focuses on the provision of foreign-exchange, payment,
treasury and trade-finance services between OECD countries and
markets in the bank's targeted regions (Africa, the Caribbean and
certain Asia Pacific and Latin American countries).

KEY RATING DRIVERS

The ratings of CABK are driven by its established but somewhat
small and concentrated franchise in its niche businesses, and are
supported by its liquid balance sheet and conservative
balance-sheet management. Risks mainly reside off balance sheet,
given the low-risk nature of its assets, and management of these
risks is being enhanced through additional investments.

Earnings have been improving on the back of expansion, but remain
modest and are expected to remain below the bank's own budgets in
light of current macroeconomic pressures. Capitalisation is a
rating weakness as its capital base remains small in absolute terms
and vulnerable to operational risks inherent in the bank's business
model.

CABK's niche franchise is supported by a long-standing relationship
network and brand recognition in targeted regions. Its strategy is
to expand along the lines of the historical areas of its expertise
and forms part of the bank's aim to become a major digital
transactional bank between developed and emerging market
counterparties, specialising in payments and foreign exchange for
digital payment specialists, official development agencies,
non-governmental organisations, commercial and central banks. The
record of such a strategy remains limited since it was only
implemented in 2016, following CABK's acquisition by Helios
Partners LLP (Helios), Africa-focused private investment firm.

CABK's asset quality consists largely of cash held at the Bank of
England (58% of assets at end-2019), investments in securities
(13%), money market funds (5%) and placements with mostly highly
rated commercial banks (31%), including trade finance-related. It
has not experienced any deterioration as a result of the pandemic
and Fitch expects it to remain resilient. The bank has yet to
record any impaired loans and loan loss impairment charges have not
been meaningful so far. The bank's balance sheet is deposit-driven
and very short-term.

Trade-finance activities have been reduced by management as a
response to the pandemic although management has expressed renewed
appetite for it once things normalise, keeping it short-term and a
small portion (less than 5%) of total assets. The bank will
increasingly be exposed to settlement risk arising from its
foreign-exchange transactions with counterparties in its core
emerging markets, although Fitch believes the risk is manageable
due to fairly conservative exposure limits that will curb potential
losses.

CABK's profitability is modest. The bank became profitable in 2017,
generating net income of GBP4 million in both 2018 and 2019.
Year-to-date performance has been negatively influenced by a
reduction in global interest rates, smaller-than-planned
balance-sheet size and the reduction in trade- finance exposure,
while investments in its expansion have continued. Fitch believes
that if successfully implemented, the expansion will improve
structural profitability in the medium term but that it is likely
to remain under pressure in the near term.

Internal capital generation has allowed CABK to build its equity
base to GBP66 million at end-2019 (2017: GBP58 million) without
needing external capital injections from Helios but overall capital
remains small in absolute terms and is vulnerable to even moderate
losses in light of the bank's highly concentrated balance sheet.

The bank has strengthened its internal controls and capabilities to
meet its targeted growth, and plans further investments in
digitalisation and to expand its payments functionality. Fitch
believes that these investments, together with an increased
risk-management headcount, have helped to strengthen CABK's
internal control environment although the limited record of these
under a significantly higher-volume business model remains a
constraint on the ratings.

CABK's Short-Term IDR of 'B' is based on the bank's Long-Term IDR
of 'BB'.

SUPPORT RATING (SR) and SUPPORT RATING FLOOR (SRF)

Fitch believes that while CABK may receive support from its
shareholder, it cannot be relied on. As Fitch does not rate Helios,
it cannot ascertain its ability to provide such support in a timely
manner as, and when, required. From the perspective of the UK
authorities, Fitch believes that UK legislation and regulations,
and CABK's low systemic importance, mean that senior creditors
cannot rely on extraordinary support to be provided by the UK
authorities in the event the bank becomes non-viable. This is
reflected in a SRF of 'No Floor'.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

In the event CABK is able to withstand rating pressure arising from
the pandemic, the most likely trigger for an upgrade would be CABK
successfully executing its expansion and transformation strategy,
sustaining significant improvements in its overall company profile,
profitability and capital size. For an upgrade, Fitch would expect
the bank to be able to demonstrate strengthened risk controls that
are sufficient to cope with the greater planned business volumes
while maintaining sound asset quality and liquidity.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

Further deterioration of the economic outlook could drive a
negative rating action if it represents a clear risk to its
assessment of CABK's earnings, capital and funding, as well as to
the ability to achieve the bank's strategic targets.

Negative pressure on the ratings could also arise if the bank falls
significantly behind its medium-term targets, such as below-target
revenue growth resulting in sustained weak internal capital
generation that is insufficient to offset the cost base, or if
material credit impairment or operational charges transpire. A
downgrade would also be possible if the bank adopts a more
aggressive risk appetite than its current expectations or if it
sees a material tightening of liquidity.

SR and SRF

Fitch does not expect changes to the SR and the SRF given the low
systemic importance of the bank and because of the current
legislation in place that is likely to require senior creditors to
participate in losses for resolving CABK.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


DEBENHAMS PLC: Frasers Group Out of Race to Acquire Business
------------------------------------------------------------
Ashley Armstrong at The Times reports that Mike Ashley's Frasers
Group is out of the running to acquire Debenhams after failing to
match the GBP300 million price tag that the department stores
group's advisers were demanding.

According to The Times, the advisers are now left with the choice
of liquidating the 232-year-old business, breaking up the chain and
selling it piecemeal to different buyers, or selling it back to the
group of hedge funds led by Silver Point Capital that own its
debts.

Chris Wootton, Frasers Group's chief financial officer, has written
to Darren Jones, chairman of the business, energy and industrial
strategy select committee, saying that the asking price was
impossible for all but insiders to reach and that Debenhams would
be bought by its present owners or Hilco, a restructuring
specialist, The Times relates.


DW SPORTS: Former Premises to be Acquired by Everlast Fitness
-------------------------------------------------------------
Brendan McDaid at Derry Journal reports that The Crescent Link
Retail Park gym, swimming pool and sauna complex and retail outlet
closed its doors in August, after the company that ran it went into
administration.

Six other DW Sports centres across the north were also closed down
at the time, Derry Journal discloses.

Now however Everlast Fitness has announced that it has acquired the
Derry business alongside several other former DW Sports premises in
the north and in Britain, and plans to reopen the local gym complex
on Nov. 19, Derry Journal relates.

Everlast Fitness said the Derry facility was one of several former
DW premises it has recently acquired and now plans to reopen in the
coming weeks, Derry Journal notes.

The others include Belfast, Carlisle, Hull, Oldham,
Burton-on-Trent, Inverness, Glasgow and Barnsley, Derry Journal
states.


FINSBURY SQUARE 2019-3: DBRS Confirms B(low) Rating on X Notes
--------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings on the bonds issued by
Finsbury Square 2019-3 plc as follows:

-- Class A at AAA (sf)
-- Class B at AA (high) (sf)
-- Class C at A (sf)
-- Class D at BBB (high) (sf)
-- Class E at BBB (low) (sf)
-- Class X at B (low) (sf)

The rating on the Class A Notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date. The ratings on the Class B to E Notes address
the timely payment of interest, when the class of notes is most
senior and ultimate payment of interest on or before the legal
final maturity date otherwise, and ultimate payment of principal on
or before the legal final maturity date. The rating on the Class X
addresses the ultimate payment of interest and principal on or
before the legal final maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the September 2020 payment date.

-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The transaction is a securitization collateralized by a portfolio
of residential mortgage loans granted by Kensington Mortgage
Company Limited (KMC) in England, Wales, and Scotland. Notable
features of the portfolio are Help-to-Buy (HTB) and Right-to-Buy
(RTB) mortgages; Buy-to-Let (BTL) properties; borrowers with
adverse borrower features, including self-employed borrowers and
borrowers with prior county court judgments; and the presence of
arrears at closing, albeit in limited proportions. The purchased
receivables balance increased to GBP 424,604,820 from GBP
295,769,457 between closing and the first payment date falling in
March 2020 as additional loans were purchased during that period.
The portfolio has been amortizing since. The transaction legal
final maturity is on the payment date in December 2069, with a
first call date on the payment date in March 2023.

PORTFOLIO PERFORMANCE

As of the September 2020 payment date, two-to-three months arrears
represented 0.3% of the outstanding portfolio balance, stable from
closing; the 90+ delinquency ratio was 2.0%, up from 1.1% at
closing; and total arrears were 2.6% of the outstanding portfolio
balance, up from 1.8% at closing. During the same time period, two
properties were repossessed, however no losses have yet been
recorded, and recoveries represented 94.0% of the repossessions. As
of the September 2020 payment date, 56.1% of the outstanding
portfolio balance have been granted principal payment holidays with
periods that vary between one and three months.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and decreased its base case PD assumption to
5.8% from 6.1% at closing and its base case LGD assumption to 19.7%
from 19.8% at closing. DBRS Morningstar's analysis factors the
presence of HTB mortgages (6.1% of the outstanding portfolio
balance) and BTL mortgages (31.9% of the outstanding portfolio
balance) as well as a high proportion of self-employed borrowers
(49.4% of the outstanding portfolio balance). DBRS Morningstar
incorporated these adverse features as well as adjustments
resulting from the Coronavirus Disease (COVID-19) into its
analysis.

CREDIT ENHANCEMENT

As of the September 2020 payment date, the credit enhancement (CE)
increased as follows since the DBRS Morningstar initial rating:

-- CE to the Class A Notes increased to 16.4%, up from 15.7%;
-- CE to the Class B Notes increased to 11.6%, up from 11.2%;
-- CE to the Class C Notes increased to 7.9%, up from 7.7%;
-- CE to the Class D Notes increased to 5.8%, up from 5.7%;
-- CE to the Class E Notes increased to 5.3%, up from 5.2%; and
-- CE to the Class X Notes remained at 0.0%.

The CE for the Class A to E Notes consists of the subordination of
the junior notes and a General Reserve Fund (GRF).

The GRF is nonamortizing and available to cover senior fees, senior
swap payments, interest on the Class A to E Notes, and principal
losses via the principal deficiency ledgers (PDLs) on the Class A
to F Notes. The GRF was funded at GBP 9,137,500 at closing and
reduced to GBP 8,500,000 at the first payment date. As of the
September 2020 payment date, the GRF was its target level of GBP
8,500,000, equal to 2% of the initial Class A to F Notes. Once the
Class E Notes are fully redeemed, the target balance of the GRF
becomes zero. As of the September 2020 payment date, all PDLs were
clear.

A Liquidity Reserve Fund (LRF) provides additional liquidity
support to the transaction to cover senior fees, senior swap
payments, and interest on the Class A and Class B Notes. The LRF is
funded through available principal funds if the GRF balance falls
below 1.5% of the outstanding Class A to F Notes. In this event,
the LRF is funded to 2% of the outstanding Class A and Class B
Notes balances and is replenished at each payment date.

The transaction is exposed to interest rate risk as 89.8% of the
outstanding portfolio balance pays a fixed rate of interest on a
short-term and a floating rate of interest indexed to three-month
GBP Libor afterwards, while the rated notes are indexed to Sterling
Overnight Index Average (Sonia). In addition, loans can be subject
to a variation in the length of the fixed-rate period, the
applicable interest rate, and maturity date through a "Product
Switch" up to 20% of the Class A to F original balance. As of
September 2020 payment date, Product Switch loans represented 0.4%
of the Class A to F original balance.

Citibank N.A./London Branch acts as the account bank for the
transaction. Based on the DBRS Morningstar private rating of
Citibank N.A./London Branch, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, DBRS Morningstar considers the risk
arising from the exposure to the account bank to be consistent with
the rating assigned to the Class A Notes, as described in DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

BNP Paribas London Branch acts as the swap counterparty for the
transaction. DBRS Morningstar's private rating of BNP Paribas
London Branch is above the First Rating Threshold as described in
DBRS Morningstar's "Derivative Criteria for European Structured
Finance Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
arise in the coming months for many RMBS transactions, some
meaningfully. The ratings are based on additional analysis and
adjustments to expected performance as a result of the global
efforts to contain the spread of the coronavirus.

For this transaction, DBRS Morningstar increased the expected
default rate for self-employed borrowers, incorporated a moderate
reduction in residential property values, and considered reported
payment holidays as well as stressed payment holiday scenarios in
its cash flow analysis.

Notes: All figures are in British pound sterling unless otherwise
noted.


SAGE AR 1: DBRS Finalizes B Rating on Class F Notes
---------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the notes
issued by Sage AR Funding No. 1 Plc (the Issuer) as follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (high) (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (low) (sf)
-- Class F Notes at B (sf)

All trends are Stable.

DBRS Morningstar does not rate the Class R Notes.

Sage AR Funding No. 1 Plc is the securitization of a GBP 220
million floating-rate senior social housing backed loan (the senior
loan) advanced by the Issuer to a single borrower, Sage Borrower
AR1 Limited. The senior loan is on-lent by the borrower to its
parent Sage Rented Limited (SRL), a for-profit registered provider
of social housing, and was used to finance the acquisition of
properties by SRL and associated costs and expenses. The senior
loan is backed by 1,609 residential units comprising mostly houses
or apartments located across England. The loan term is for five
years with an expected final repayment date on November 15, 2025.

Sage Housing (the sponsor) was established in May 2017 and is
majority-owned by Blackstone. Sage Housing has taken advantage of
the recent changes to English legislation now allowing the presence
of for-profit social housing providers, attracting private
investors to a sector that was struggling to keep up with the
fast-growing demand for affordable homes.

The portfolio is a mixture of new-build houses and flats in new
purpose-built schemes dating from 2017. There are two sites in the
portfolio consisting of 23 flats within high-rise buildings in
London and both sites conform to fire safety regulations; however,
DBRS Morningstar notes that external wall surveys may need to be
carried out. Each scheme is generally in a good residential
location close to transport links and amenities.

Approximately 60% of the portfolio is in London, the South East,
and the South West. Most of the rented units are rented on what is
called a starter lease and then transferred to a periodic assured
tenancy after an initial probationary period of 12 months, which is
extendable to 18 months. Tenants in social housing typically occupy
the units for more than five years beyond the probationary period.

SRL has appointed Places for People (PFP) for the day-to-day
management of the units. PFP is a leading, nationwide-registered
provider with a property portfolio of more than 197,000 units under
management in diverse markets. It has a core social housing
business with a G1/V1 rating from the regulator and more than 50
years of experience managing properties and tenants.

The senior facility represents a loan-to-value (LTV) of 71.3%
(67.8% based on the rated notes) calculated on Savills
Market-Value-Subject-To-Tenancy valuation of GBP 308.4 million
dated 18 September 2020. Based on the borrower's proforma Net
Operating Income of GBP 8.98 million, the debt yield (DY) at the 18
September 2020 cut-off date was 4.3% for the rated notes and was
4.1% for the whole loan, including the subordinated Class R
amount.

DBRS Morningstar's value of GBP 200.2 million represents an LTV of
109.9% (whole loan) and equates to a haircut of 35.1% to the
Savills valuation. DBRS Morningstar deduced its valuation based on
an underwritten net cash flow (NCF) of GBP 8.5 million and by
applying a cap rate of 4.25%. The DBRS Morningstar DY at the
cut-off date was 4.1% for the rated notes and was 3.9% for the
whole loan.

Although the outbreak of the Coronavirus Disease (COVID-19) has
negatively affected all commercial real estate sectors, the
portfolio of affordable rented housing has experienced a relatively
limited impact compared with other asset types. Collection data
from August 2020 showed that during the lockdown period between
March and June 2020 there was a slight increase in arrears;
however, collections have recovered to normal levels following the
easing of the lockdown restrictions.

The proceeds of the notes were advanced to a wholly owned, newly
incorporated subsidiary of SRL, and on-lent to SRL. SRL in turn has
granted third-party security by way of mortgages and a share pledge
over the shares in the borrower to secure the borrower’s
obligations under the facility agreement. SRL also granted security
as a fixed charge over its bank account into which rent is paid.
The borrower will maintain full signing rights and full discretion
over operating the account.

The final legal maturity of the notes is expected to be 17 November
2030, five years after the expected loan maturity (15 November
2025). Given the security structure and jurisdiction of the
underlying loan, DBRS Morningstar believes that this provides
sufficient time to enforce on the loan collateral, if necessary,
and repay the bondholders.

The senior loan interest comprises two parts: (1) Sterling
Overnight Index Average (Sonia) (subject to zero floor) plus a
margin that is a function of the weighted average (WA) of the
aggregate interest amounts payable on the rated notes; (2) the
lower of excess cash flow and 9% fixed interest on the retention
tranche. As such, there is no excess spread in the transaction and
ongoing costs are ultimately borne directly by the borrowers. To
hedge against increases in the interest payable under the loan
resulting from fluctuations in Sonia, the borrower has purchased an
interest cap agreement from a hedge provider, with a rating, as at
the cut-off date, commensurate to that of DBRS Morningstar's rating
criteria, with a cap strike rate of 0.5% for the full notional
amount of the rated notes. The hedge will initially be in place for
two years only; however, it must be renewed annually for the
remaining term of the loan. DBRS Morningstar anticipates that the
hedge will be extended for the full duration of the loan term. If
the hedge is not extended as described, there will be a loan event
of default and sequential payment trigger event on the notes.

There is no scheduled amortization during the term of the loan;
however, prepayments are permitted as voluntary prepayments and
also with respect to property disposals. The borrower must prepay
principal in an amount equal to the release price, which is 100% of
the allocated loan amount of that disposal. The allocation of such
principal prepayment to the notes will be pro rata prior to a
sequential payment trigger, after which all principal will be
applied sequentially. If a prepayment is made as a voluntary
prepayment, such principal will be applied to the rated notes in
reverse sequential order.

The loan structure does not include financial default covenants
prior to a permitted change of control, but provides other standard
events of default, including among others: (1) nonpayment,
including failure to repay the loan at the maturity date; (2)
noncompliance, where the borrower does not comply with its
obligations under the senior facility agreement; (3)
misrepresentation, where any representation or statement made or
deemed to be made by the borrower under or in connection with any
senior finance document or hedge document is or proves to have been
incorrect or misleading; (4) cross-default, where any financial
indebtedness or commitment of the borrower is not paid when due or
within any originally applicable grace period; (5) insolvency and
insolvency proceedings. In DBRS Morningstar's view, potential
performance deteriorations would be captured and mitigated by the
presence of cash trap covenants: (1) a rated LTV cash trap covenant
set at 78% and (2) a rated DY cash trap covenant set at 3.75%.

The transaction benefits from a liquidity reserve facility of GBP
6.5 million, which is provided by Deutsche Bank AG London Branch.
The initial liquidity reserve amount will be drawn in full by the
Issuer and deposited in the issuer liquidity reserve account on the
closing date. The liquidity facility may be used to cover
shortfalls on the payment of interest due by the issuer to the
holders of the Class A to Class C notes. According to DBRS
Morningstar's analysis, the liquidity reserve amount will be equal
to approximately 23 months' interest coverage on the covered notes,
based on the interest rate cap strike rate of 0.5% per year, and
approximately nine months of interest coverage, based on the Sonia
cap after loan maturity of 4.0% per year.

To satisfy risk retention requirements, an entity within the Sage
Group has retained a residual interest consisting of no less than
5% of the nominal and fair market value of the overall capital
structure by subscribing to the unrated and junior-ranking GBP 11
million Class R Notes. This retention note ranks junior in relation
to interest and principal payments to all rated notes in the
transaction.

COVID-19 CONSIDERATIONS

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
tenants and borrowers. DBRS Morningstar anticipates that vacancy
rate increases and cash flow reductions may arise for many CMBS
borrowers, some meaningfully. In addition, commercial real estate
values will be negatively affected, at least in the short-term,
impacting refinancing prospects for maturing loans and expected
recoveries for defaulted loans. The ratings are based on additional
analysis as a result of the global efforts to contain the spread of
the coronavirus.

Notes: All figures are in British pound sterling unless otherwise
noted.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr.

Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2020.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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